Document and Entity Information
Document and Entity Information - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q4 | ||
Entity Registrant Name | TiVo Corporation | ||
Entity Central Index Key | 1,675,820 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 122.8 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,197.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 128,965 | $ 192,627 |
Short-term marketable securities | 140,866 | 117,084 |
Accounts receivable, net | 180,768 | 147,142 |
Inventory | 11,581 | 13,186 |
Prepaid expenses and other current assets | 40,719 | 37,400 |
Total current assets | 502,899 | 507,439 |
Long-term marketable securities | 82,711 | 128,929 |
Property and equipment, net | 55,244 | 48,372 |
Intangible assets, net | 643,924 | 806,838 |
Goodwill | 1,813,227 | 1,812,118 |
Other long-term assets | 65,673 | 17,147 |
Total assets | 3,163,678 | 3,320,843 |
Current liabilities: | ||
Accounts payable and accrued expenses | 135,852 | 226,451 |
Deferred revenue | 55,393 | 49,145 |
Current portion of long-term debt | 7,000 | 7,000 |
Total current liabilities | 198,245 | 282,596 |
Taxes payable, less current portion | 3,947 | 4,893 |
Deferred revenue, less current portion | 58,283 | 43,545 |
Long-term debt, less current portion | 976,095 | 967,732 |
Deferred tax liabilities, net | 50,356 | 77,454 |
Other long-term liabilities | 23,736 | 34,987 |
Total liabilities | 1,310,662 | 1,411,207 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 250,000 shares authorized; 123,385 shares issued and 122,116 shares outstanding as of December 31, 2017; and 120,526 shares issued and 120,061 shares outstanding as of December 31, 2016 | 123 | 121 |
Treasury stock, 1,269 shares and 465 shares as of December 31, 2017 and December 31, 2016, respectively, at cost | (24,740) | (9,646) |
Additional paid-in capital | 3,273,022 | 3,280,905 |
Accumulated other comprehensive loss | (2,738) | (7,049) |
Accumulated deficit | (1,392,651) | (1,354,695) |
Total stockholders’ equity | 1,853,016 | 1,909,636 |
Total liabilities and stockholders’ equity | $ 3,163,678 | $ 3,320,843 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 123,385,000 | 120,526,000 |
Common Stock, shares outstanding | 122,116,000 | 120,061,000 |
Treasury Stock, shares | (1,269,000) | (465,000) |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues, net: | |||
Licensing, services and software | $ 784,087 | $ 629,474 | $ 525,482 |
Hardware | 42,369 | 19,619 | 789 |
Total Revenues, net | 826,456 | 649,093 | 526,271 |
Costs and expenses: | |||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 167,712 | 139,666 | 102,466 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 46,699 | 19,056 | 504 |
Research and development | 194,382 | 125,172 | 99,902 |
Selling, general and administrative | 205,024 | 192,755 | 155,173 |
Depreciation | 22,144 | 18,698 | 17,410 |
Amortization of intangible assets | 166,657 | 104,989 | 76,982 |
Restructuring and asset impairment charges | 19,048 | 27,316 | 2,160 |
Gain on sale of patents | 0 | 0 | (82) |
Total costs and expenses | 821,666 | 627,652 | 454,515 |
Operating income | 4,790 | 21,441 | 71,756 |
Interest expense | (42,756) | (43,681) | (46,826) |
Interest income and other, net | 2,915 | 1,688 | 716 |
Income (loss) on interest rate swaps | 1,859 | (3,884) | (13,368) |
TiVo Acquisition litigation | (14,006) | 0 | 0 |
Loss on debt extinguishment | (108) | 0 | (2,815) |
Loss on debt modification | (929) | 0 | 0 |
(Loss) income from continuing operations before income taxes | (48,235) | (24,436) | 9,463 |
Income tax (benefit) expense | (10,279) | (61,685) | 13,755 |
(Loss) income from continuing operations, net of tax | (37,956) | 37,249 | (4,292) |
Loss from discontinued operations, net of tax | 0 | (4,588) | 0 |
Net (loss) income | $ (37,956) | $ 32,661 | $ (4,292) |
Basic (loss) earnings per share: | |||
Continuing operations (in dollars per share) | $ (0.32) | $ 0.40 | $ (0.05) |
Discontinued operations (in dollars per share) | 0 | (0.05) | 0 |
Basic (loss) earnings per share (in dollars per share) | $ (0.32) | $ 0.35 | $ (0.05) |
Weighted average shares used in computing basic per share amounts (in shares) | 120,355 | 93,064 | 84,133 |
Diluted (loss) earnings per share: | |||
Continuing operations (in dollars per share) | $ (0.32) | $ 0.40 | $ (0.05) |
Discontinued operations (in dollars per share) | 0 | (0.05) | 0 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.32) | $ 0.35 | $ (0.05) |
Weighted average shares used in computing diluted per share amounts (in shares) | 120,355 | 94,262 | 84,133 |
Dividends declared per share (in dollars per share) | $ 0.72 | $ 0 | $ 0 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (37,956) | $ 32,661 | $ (4,292) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 4,462 | (798) | (377) |
Unrealized (losses) gains on marketable securities | (151) | 252 | (819) |
Other comprehensive income (loss), net of tax | 4,311 | (546) | (1,196) |
Comprehensive (loss) income | $ (33,645) | $ 32,115 | $ (5,488) |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance (common shares) at Dec. 31, 2014 | 130,627 | |||||
Balance (treasury shares) at Dec. 31, 2014 | (38,898) | |||||
Balance at Dec. 31, 2014 | $ 1,106,264 | $ 131 | $ (1,013,218) | $ 2,339,817 | $ (5,307) | $ (215,159) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (4,292) | (4,292) | ||||
Other comprehensive income (loss), net of tax | (1,196) | (1,196) | ||||
Issuance of common stock upon exercise of options (in shares) | 87 | |||||
Issuance of common stock on exercise of options | 1,497 | $ 0 | 1,497 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 543 | |||||
Issuance of common stock under employee stock purchase plan | 7,290 | $ 0 | 7,290 | |||
Cancellation of restricted stock, net (in shares) | (205) | |||||
Issuance (cancellation) of restricted stock, net | 0 | $ 0 | 0 | |||
Equity-based compensation | 42,647 | 42,647 | ||||
Excess tax benefit associated with stock plans | 52 | 52 | ||||
Equity component related to issuance of 2020 Convertible Notes | 63,854 | 63,854 | ||||
Equity component related to 2020 Convertible Notes issuance costs | (1,737) | (1,737) | ||||
Issuance of warrants related to 2020 Convertible Notes | 31,326 | 31,326 | ||||
Purchase of call options related to 2020 Convertible Notes | $ (64,825) | (64,825) | ||||
Stock repurchase (in shares) | (9,500) | (9,492) | ||||
Stock repurchases | $ (150,168) | $ (150,168) | ||||
Withholding taxes related to net share settlement of restricted stock units (shares) | (15) | |||||
Withholding taxes related to net share settlement of restricted stock units | (147) | $ (147) | ||||
Balance at Dec. 31, 2015 | 1,030,565 | $ 131 | $ (1,163,533) | 2,419,921 | (6,503) | (219,451) |
Balance (treasury shares) at Dec. 31, 2015 | (48,405) | |||||
Balance (common shares) at Dec. 31, 2015 | 131,052 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 32,661 | 32,661 | ||||
Other comprehensive income (loss), net of tax | (546) | (546) | ||||
Issuance of common stock upon exercise of options (in shares) | 430 | |||||
Issuance of common stock on exercise of options | 6,710 | $ 0 | 6,710 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 1,160 | |||||
Issuance of common stock under employee stock purchase plan | 10,697 | $ 3 | 10,694 | |||
Issuance of restricted stock, net (in shares) | 352 | |||||
Issuance (cancellation) of restricted stock, net | 1 | $ 0 | 1 | |||
Equity-based compensation | 62,860 | 62,860 | ||||
Issuance for common stock in connection with TiVo Acquisition (in shares) | 36,138 | |||||
Issuance of common stock in connection with TiVo Acquisition | 780,755 | $ 36 | 780,719 | |||
Cancellation of treasury stock (in shares) | 48,606 | 48,606 | ||||
Cancellation of treasury stock | $ 0 | $ (49) | $ 1,167,954 | (1,167,905) | ||
Stock repurchase (in shares) | 0 | |||||
Withholding taxes related to net share settlement of restricted stock units (shares) | (666) | |||||
Withholding taxes related to net share settlement of restricted stock units | $ (14,067) | $ (14,067) | ||||
Balance at Dec. 31, 2016 | $ 1,909,636 | $ 121 | $ (9,646) | 3,280,905 | (7,049) | (1,354,695) |
Balance (treasury shares) at Dec. 31, 2016 | (465) | (465) | ||||
Balance (common shares) at Dec. 31, 2016 | 120,526 | 120,526 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | $ (37,956) | (37,956) | ||||
Other comprehensive income (loss), net of tax | $ 4,311 | 4,311 | ||||
Issuance of common stock upon exercise of options (in shares) | 470 | 470 | ||||
Issuance of common stock on exercise of options | $ 6,853 | $ 0 | 6,853 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 1,449 | |||||
Issuance of common stock under employee stock purchase plan | 15,624 | $ 1 | 15,623 | |||
Issuance of restricted stock, net (in shares) | 916 | |||||
Issuance (cancellation) of restricted stock, net | 2 | $ 1 | 1 | |||
Equity-based compensation | 56,463 | 56,463 | ||||
Issuance for common stock in connection with TiVo Acquisition (in shares) | 24 | |||||
Issuance of common stock in connection with TiVo Acquisition | $ 536 | $ 0 | 536 | |||
Stock repurchase (in shares) | 0 | |||||
Dividends | $ (87,359) | (87,359) | ||||
Withholding taxes related to net share settlement of restricted stock units (shares) | (804) | |||||
Withholding taxes related to net share settlement of restricted stock units | (15,094) | $ (15,094) | ||||
Balance at Dec. 31, 2017 | $ 1,853,016 | $ 123 | $ (24,740) | $ 3,273,022 | $ (2,738) | $ (1,392,651) |
Balance (treasury shares) at Dec. 31, 2017 | (1,269) | (1,269) | ||||
Balance (common shares) at Dec. 31, 2017 | 123,385 | 123,385 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (37,956) | $ 32,661 | $ (4,292) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Loss from discontinued operations, net of tax | 0 | 4,588 | 0 |
Depreciation | 22,144 | 18,698 | 17,410 |
Amortization of intangible assets | 166,657 | 104,989 | 76,982 |
Amortization of convertible note discount and note issuance costs | 14,781 | 14,048 | 13,864 |
Restructuring and asset impairment charges | 19,048 | 27,316 | 2,160 |
Equity-based compensation | 52,561 | 47,670 | 42,647 |
Change in fair value of interest rate swaps | (10,216) | (5,800) | 8,869 |
TiVo Acquisition litigation | 14,006 | 0 | 0 |
Loss on debt extinguishment | 108 | 0 | 2,815 |
Loss on debt modification | 929 | 0 | 0 |
Deferred income taxes | (27,193) | (86,085) | 4,409 |
Other operating, net | (3,033) | 904 | 2,223 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (31,900) | (11,643) | (4,214) |
Inventory | 1,605 | 2,273 | (203) |
Prepaid expenses and other current assets and other long-term assets | (52,122) | (18,201) | (120) |
Accounts payable and accrued expenses and other long-term liabilities | (18,948) | 3,222 | (4,119) |
Taxes payable | 627 | (3,785) | (2,810) |
Deferred revenue | 20,986 | 7,666 | (12,601) |
Net cash provided by operating activities of continuing operations | 132,084 | 138,521 | 143,020 |
Net cash used in operating activities of discontinued operations | 0 | (5,000) | (194) |
Net cash provided by operating activities | 132,084 | 133,521 | 142,826 |
Cash flows from investing activities: | |||
Payments for purchase of short- and long-term marketable securities | (148,591) | (175,591) | (210,757) |
Proceeds from sales or maturities of short- and long-term marketable securities | 173,275 | 217,861 | 299,598 |
Cash acquired in Tivo Acquisition, net of cash paid | 0 | 166,312 | 0 |
Return of cash paid for TiVo Acquisition | 25,143 | 0 | 0 |
Payment to Dissenting Holders in TiVo Acquisition | (117,030) | 0 | 0 |
Payments for purchase of property and equipment | (37,962) | (20,347) | (11,293) |
Payments for purchase of patents | (2,000) | (2,500) | 0 |
Other investing, net | (334) | (63) | 11 |
Net cash (used in) provided by investing activities | (107,499) | 185,672 | 77,559 |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 0 | 0 | 100,000 |
Payments on revolving credit facility | 0 | 0 | (100,000) |
Proceeds from issuance of long-term debt, net of issuance costs | 681,552 | 0 | 335,699 |
Principal payments on long-term debt | (689,500) | (236,952) | (422,990) |
Payments for dividends | (87,108) | 0 | 0 |
(Payments) proceeds from (purchase) sale of warrants | 0 | (5,827) | 31,326 |
Proceeds (payments) for sale (purchase) of call options | 0 | 12,118 | (64,825) |
Payments for contingent consideration and deferred holdback | (2,650) | (750) | (6,183) |
Payments for purchase of treasury stock | 0 | 0 | (154,519) |
Payments for withholding taxes related to net settlement of restricted awards | (15,094) | (14,067) | (147) |
Proceeds from exercise of employee stock options and employee stock purchase plan | 22,481 | 17,407 | 8,787 |
Net cash used in financing activities | (90,319) | (228,071) | (272,852) |
Effect of exchange rate changes on cash and cash equivalents | 2,072 | (170) | (426) |
Net (decrease) increase in cash and cash equivalents | (63,662) | 90,952 | (52,893) |
Cash and cash equivalents at beginning of period | 192,627 | 101,675 | 154,568 |
Cash and cash equivalents at end of period | $ 128,965 | $ 192,627 | $ 101,675 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business On April 28, 2016 , Rovi Corporation (" Rovi ") and TiVo Inc. (renamed TiVo Solutions Inc. (" TiVo Solutions ")) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for Rovi to acquire TiVo Solutions in a cash and stock transaction (the " TiVo Acquisition "). Following consummation of the TiVo Acquisition on September 7, 2016 (the " TiVo Acquisition Date "), TiVo Corporation (the "Company"), a Delaware corporation founded in April 2016 as Titan Technologies Corporation and then a wholly-owned subsidiary of Rovi , owns both Rovi and TiVo Solutions . The common stocks of Rovi and TiVo Solutions were de-registered after completion of the TiVo Acquisition . The Company is a global leader in media and entertainment products that power consumer entertainment experiences and enable its customers to deepen and further monetize their audience relationships. The Company provides a broad set of intellectual property, cloud-based services and set-top box solutions that enable people to find and enjoy online video, television, movies and music entertainment, including content discovery through device embedded and cloud-based user experience ("UX"), including interactive program guides (“IPGs”), digital video recorders ("DVRs"), natural language voice and text search, cloud-based recommendations services and our extensive entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company's integrated platform includes software and cloud-based services that provide an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand ("VOD") and over-the-top ("OTT") content into one intuitive user interface with simple universal search, discovery, viewing and recording, to create a unified viewing experience. The Company distributes its products through service provider relationships, integrated into third-party devices and directly to retail consumers. The Company also offers data analytics solutions, including advertising and programming promotion optimizers, which enable advanced audience targeting in linear television advertising. Solutions are sold globally to cable, satellite, consumer electronics ("CE"), entertainment, media and online distribution companies, and, in the United States, we sell a suite of DVR and whole home media products and services directly to retail consumers. Basis of Presentation and Principles of Consolidation Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . The accompanying Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Related Party Transaction During the year ended December 31, 2015 , the Company reimbursed $1.5 million of costs incurred by Engaged Capital, LLC (“Engaged”) in connection with a contested proxy election. These expenses are included in Selling, general and administrative expenses on the Consolidated Statements of Operations . Engaged is a related party as Glenn W. Welling is a member of the Company’s Board of Directors and is also a Principal and the Chief Investment Officer at Engaged. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. Business Combinations The results of operations of acquired businesses are included in the Consolidated Statements of Operations prospectively from the date of acquisition. The fair value of purchase consideration is allocated to the assets acquired, liabilities assumed and non-controlling interests in the acquired entity generally based on their fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include synergies between the acquired business and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. When provisional amounts are recorded for a business combination, adjustments to the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date that would have affected the measurement of the amounts recognized at the acquisition date are recognized. Adjustments to the provisional amounts identified during the measurement period, which is a period not to exceed one year from the acquisition date, are reported in the period the adjustment is identified by means of an adjustment to goodwill, with the effect on earnings measured as if the provisional amounts had been completed at the acquisition date. Adjustments to amounts recognized in a business combination that occur after the end of the measurement period are recognized in current period operations. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date. Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $1.7 million and $6.2 million as of December 31, 2017 and 2016 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets . Concentrations of Risk Customers representing 10% or more of Total Revenues, net were as follows: Year Ended December 31, 2017 2016 2015 AT&T Inc. ("AT&T") 14 % 12 % 16 % Samsung Electronics Co. LTD ("Samsung") (1 ) 10 % (1 )% (1) Customer represented less than 10% of Total Revenues, net . Substantially all of the Company's revenue from AT&T is reported in the Intellectual Property Licensing segment, while revenue from Samsung is reported in the Product segment and the Intellectual Property Licensing segment. Customers representing 10% or more of Accounts receivable, net were as follows. December 31, 2017 December 31, 2016 AT&T 28 % 15 % Virgin Media Inc. (1) 13 % (1) Customer represented less than 10% of Accounts receivable, net . The TiVo service is enabled through the use of a DVR manufactured 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 the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. 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 Company does not have a long-term written supply agreement with Broadcom Corporation, the sole supplier of the system controller for its DVR. Cash, Cash Equivalents and Investments Highly liquid investments with original maturities at the date of acquisition of three months or less are considered 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. As of December 31, 2017 and 2016 , Cash and cash equivalents includes payments due from banks for these transactions of $1.1 million and $1.1 million , respectively. Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets . Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations . Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations . Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets . The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive income (loss), net of tax in the Consolidated Statements of Comprehensive Income (Loss). Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method of accounting, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations . Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations . Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. Inventory Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost and net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the cost of inventory to the lower of cost and net realizable value are made, if required, for estimated excess or obsolescence, which includes a review of, among other factors, demand requirements and market conditions. Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether we intend to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts. For assets held for sale, to the extent the asset group's carrying amount is greater than its fair value less cost to sell, an impairment loss is recognized for the difference. Assets held for sale are separately presented in the Consolidated Balance Sheets at the lower of their carrying amount or fair value less cost to sell, and are no longer depreciated. Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally five years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over fair value of the net assets of an acquired business. Goodwill and indefinite-lived intangible assets are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. The fair value of the Product reporting unit is estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit is estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flow and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. The fair value of indefinite-lived intangible assets is estimated using an income approach. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. Deferred Revenue Deferred revenue represents amounts received from customers for which the revenue recognition criteria have not been satisfied. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax (benefit) expense includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. Revenue Recognition The Company recognizes revenue when each of the following criteria have been satisfied: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or the service has been rendered; (iii) the fee is fixed or determinable; and (iv) collection is reasonably assured. Where one or more of the criteria has not been satisfied, revenue recognition is deferred until the applicable criteria is satisfied. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. The Company allocates the transaction consideration to the various elements in the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE") of selling price, if it exists. When VSOE of selling price does not exist, third-party evidence ("TPE") is used to allocate the transaction consideration to the various elements in the arrangement. If neither VSOE nor TPE exist, the Company uses its best estimate of selling price ("BESP") to allocate the transaction consideration to the various elements in the arrangement. The allocation of transaction consideration among deliverables in an arrangement may impact the amount and timing of revenue recognized in the Consolidated Statements of Operations during a given period. The Company accounts for cash consideration (such as sales incentives) given to its customers or resellers as a reduction of revenue, rather than as an operating expense unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value of the benefit. CE and Service Provider Licensing The Company licenses its proprietary IPG and Analog Content Protection ("ACP") technologies to CE manufacturers, integrated circuit makers, service providers and others. The Company generally recognizes revenue on a per-unit shipped model for licenses with CE manufacturers and a per-subscriber model for licenses with service providers. The recognition of revenue from per-unit license fees is based on units reported shipped by the CE manufacturer, which are typically reported to the Company in the quarter immediately following that of actual shipment. In addition, the Company's significant experience and established relationships with certain CE manufacturers enables us to reasonably estimate current period unit shipments for purposes of recognizing revenue. Accordingly, revenue from these customers is recognized in the period the CE manufacturer is estimated to have shipped the units, and revenue adjustments are recorded when the CE manufacturer reports actual shipments to the Company. Revenues from per-subscriber license fees are recognized in the period the services are provided by a licensee, as reported to the Company by the licensee. Revenues from annual or other license fees are recognized based on the specific terms of the license. For instance, certain CE IPG licensees have entered into agreements for which they have the right to ship an unlimited number of units over a specified term for a flat fee. The Company recognizes revenue from these arrangements on a straight-line basis over the specified term. At times, the Company enters into license agreements in which we release a licensee from past patent infringement claims and grant a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company generally uses BESP to allocate the transaction consideration between the release for past patent infringement claims and the future license. In determining BESP of the release for past patent infringement claims and the future license, the Company considers such factors as the number of units shipped in the past and in what territories these units where shipped, the number of units expected to be shipped in the future and in what territories these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in these territories. As the criteria for the recognition of a contingent gain from the release from past patent infringement claims is generally satisfied on the execution of the agreement, the amount of transaction consideration allocated to the release from past patent infringement claims is generally recognized as revenue in the period the agreement is executed and the amount of transaction consideration allocated to the future license is recognized ratably over the future license term. In addition, the Company has entered into agreements in which a licensee pays the Company a one-time fee for a perpetual license to its ACP technology. Provided that collectibility is reasonably assured, the Company records the one-time fee as revenue when the agreement is executed as the Company has no significant continuing obligations and the amounts are fixed or determinable. Arrangements with Multiple System Operators ("MSOs") The Company's arrangements with MSOs typically include customized software and implementation services, associated maintenance and support, limited training, TiVo-enabled digital video recorders ("DVRs"), non-DVR set-top boxes ("STBs"), and the TiVo service. The Company has two types of arrangements with MSOs that include technology deployment and engineering services; hosted and not hosted. In instances where TiVo hosts the TiVo service, non-refundable payments received for customization and set up services are deferred and recognized as revenue over the longer of the contractual term or customer relationship period as the deployment and engineering services do not have standalone value. The cost of deployment and engineering services is capitalized to the extent they are deemed recoverable and are subsequently amortized to cost of revenues over the same period as the related revenue. The Company has established VSOE of selling prices for training, DVRs, STBs and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreements. The BESP for TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and total gross margin objectives. Transaction consideration 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 pursuant to the software revenue recognition guidance. Under the software revenue recognition guidance, such arrangements are accounted for using the percentage-of-completion method or the completed-contract method. The percentage-of-completion method is used if reasonably dependable estimates of the extent of progress toward completion can be made 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 to date to total estimated costs of the project (an input method). Project costs are primarily labor and overhead related to the specific activities required for the project. Costs related to general infrastructure or uncommitted platform development are not included in the project cost estimates. When reasonably assured that development costs are recoverable through future revenues, the Company defers recognition of the costs until the future revenues are recognized. The recoverability assessment depends on estimating engineering costs related to the project. For these projects, we are able to make reasonably dependable cost estimates based on historical experience and various other assumptions believed to be reasonable under the circumstances. These estimates include forecasting costs and schedules, tracking progress and costs incurred to date and projecting the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement, and revisions to estimates are recognized on a cumulative catch-up basis when the changed conditions become known. Revisions to estimates during the year ended December 31, 2017 were not material. Using different cost estimates, or different methods of measuring progress toward completion may produce materially different results, including potentially a conclusion that development costs may not be recoverable. In some cases, it may not be possible to separate the various elements within the software arrangement due to a lack of VSOE of selling prices for undelivered elements, a lack of reasonably dependable estimates of total costs or development costs exceed development revenues but there is reasonable assurance that no loss will be incurred under the arrangement. Accordingly, the Company applies the following: • Where no VSOE exists for undelivered elements, revenue is recognized equal to the costs recognized up to the amount billable to the customer until VSOE for the undelivered elements is established or all of the elements have been delivered. • Where there is a lack of reasonably dependable estimates, revenue is recognized equal to the costs recognized up to the amount billable to the customer until the estimation uncertainty is resolved, after which the percentage of completion method is applied. • If the Company is not reasonably assured the arrangement will be profitable, the Company accounts for the arrangement under the completed contract method, which results in a deferral of all revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred on the arrangement. 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, provided that the Company is reasonably assured that the arrangement will be profitable and development costs exceed billable development revenues, revenue is recognized equal to the costs recognized until the engineering services are complete. Development costs incurred in excess of revenues recognized are deferred up |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions TiVo Acquisition On September 7, 2016 , Rovi completed its acquisition of TiVo Solutions , a global leader in next-generation video technology and innovative cloud-based software-as-a-service solutions. On the TiVo Acquisition Date , each issued and outstanding share of TiVo Solutions common stock (other than shares of TiVo Solutions common stock held by those TiVo Solutions stockholders who had properly demanded and not waived or withdrawn appraisal rights under Delaware law as further discussed below) automatically converted into the right to receive $2.75 per share in cash and 0.3853 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of TiVo Corporation common stock. On the TiVo Acquisition Date , (i) each issued and outstanding share of Rovi common stock was converted into one fully paid and non-assessable share of TiVo Corporation common stock and (ii) each Rovi Stock Option, Rovi Restricted Stock Award and Rovi RSU (each as defined in the Merger Agreement) was assumed by TiVo Corporation and automatically converted into a TiVo Corporation Stock Option, TiVo Corporation Restricted Stock Award and TiVo Corporation RSU (each as defined in the Merger Agreement), respectively, on substantially the same terms and conditions as applied to such Rovi Stock Option, Rovi Restricted Stock Award and Rovi RSU. In addition, each TiVo Solutions Stock Option, TiVo Solutions Restricted Stock Award and TiVo Solutions RSU (each as defined in the Merger Agreement) that was outstanding and held by a continuing employee or consultant (and excluding non-employee directors of TiVo Solutions ) was assumed by TiVo Corporation and automatically converted into a TiVo Corporation Stock Option, TiVo Corporation Restricted Stock Award and TiVo Corporation RSU (each as defined in the Merger Agreement), respectively, each on substantially the same terms and conditions as applied to such TiVo Solutions Stock Option, TiVo Solutions Restricted Stock Award and TiVo Solutions RSU (but, taking into account any changes thereto provided for in the TiVo Stock Plans (as defined in the Merger Agreement) in any award agreement or in any such TiVo Solutions Stock Option, TiVo Solutions Restricted Stock Award or TiVo Solutions RSU, as applicable, by reason of the Merger Agreement or the transactions contemplated thereby). As the employee restricted stock awards, stock options and performance-based restricted stock awards remained outstanding after the TiVo Acquisition Date , employee holders were not eligible for the cash component of the merger consideration and the number of TiVo Corporation restricted stock awards or stock options delivered at the TiVo Acquisition Date was based on an exchange ratio of 0.5186 . TiVo Solutions ' results of operations and cash flows have been included in the Consolidated Financial Statements for periods subsequent to September 7, 2016 . For the year ended December 31, 2017 , TiVo Corporation 's results include revenue and operating income from TiVo Solutions of $365.8 million and $12.3 million , respectively. For the year ended December 31, 2016 , TiVo Corporation 's results include revenue and operating loss from TiVo Solutions of $147.4 million and $2.8 million , respectively. Purchase Price The aggregate merger consideration was (in thousands): Aggregate cash consideration $ 269,990 Aggregate fair value of TiVo Corporation shares issued 758,115 Accrual for merger consideration 78,981 Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration 22,640 Total merger consideration $ 1,129,726 The cash portion of the merger consideration was funded with cash on hand of the combined company. The calculations above use a value for shares of TiVo Corporation common stock issued in the TiVo Acquisition based on a Rovi stock price of $22.42 per share at the close of trading on September 7, 2016 . In connection with the TiVo Acquisition , 33.5 million shares of TiVo Corporation common stock were issued to TiVo Solutions stockholders on the TiVo Acquisition Date . In November 2016, holders of 9.1 million shares of TiVo Solutions common stock outstanding at the TiVo Acquisition Date who did not vote to approve the TiVo Acquisition filed a petition for appraisal ("Dissenting Holders", and the shares held by such Dissenting Holders, the "Dissenting Shares") in the Delaware Court of Chancery. See Note 10 for additional information about the claims asserted by the Dissenting Holders. The $79.0 million accrual for merger consideration included in the aggregate merger consideration was based on 9.1 million Dissenting Shares assuming a right to receive 0.3853 shares of TiVo Corporation common stock, or 3.5 million shares of TiVo Corporation common stock. In addition, on the TiVo Acquisition Date , TiVo Corporation paid the cash portion of the merger consideration related to the Dissenting Shares, which was $2.75 per share, to an account held by the exchange agent in the TiVo Acquisition . As of December 31, 2016 , the exchange agent in the TiVo Acquisition was holding $25.3 million in cash, substantially all of which related to the Dissenting Holders. The accrued merger consideration was presented in Accounts payable and accrued expenses on the Consolidated Balance Sheets as of December 31, 2016 . On March 27, 2017, TiVo Corporation agreed to settle the claims of the Dissenting Holders for $117.0 million , which was paid in cash in April 2017. In connection with the settlement, in March 2017, the exchange agent in the TiVo Acquisition returned $25.1 million in cash related to the Dissenting Holders to TiVo Corporation . As the amount paid to Dissenting Holders resulted from a settlement other than a judgment from the Delaware Court of Chancery, a TiVo Acquisition litigation loss of $12.9 million was recognized in the Consolidated Statements of Operations for the year ended December 31, 2017 . The TiVo Acquisition litigation loss includes the settlement amount in excess of the amount due to the Dissenting Holders as merger consideration as well as a $1.1 million loss related to a separate TiVo Acquisition litigation matter. A portion of the purchase price has been attributed to the substitution of TiVo Solutions ' equity-based awards outstanding as of TiVo Acquisition Date for corresponding TiVo Corporation equity-based awards. The fair value of TiVo Solutions ' equity-based awards assumed in connection with the TiVo Acquisition was allocated between pre-acquisition service and post-acquisition service based on the proportion of service rendered from the grant date to the TiVo Acquisition Date compared to the total vesting period. Equity-based compensation allocated to pre-acquisition service was included as part of the merger consideration paid for TiVo Solutions . Equity-based compensation allocated to post-acquisition service will be expensed as future service is rendered. The fair value of TiVo Solutions ' restricted stock was estimated at the TiVo Acquisition Date using the closing price of Rovi 's common stock on the TiVo Acquisition Date . The fair value of TiVo Solutions ' stock options was estimated at the TiVo Acquisition Date using the Black-Scholes-Merton option-pricing formula, assuming a weighted-average expected volatility of 31.7% , a weighted-average expected term of nine months , a weighted-average risk-free interest rate of 0.5% and a weighted-average expected dividend yield of 0.0% . The fair value of TiVo Corporation 's stock options was estimated at the TiVo Acquisition Date using the Black-Scholes-Merton option-pricing formula, assuming a weighted-average expected volatility of 46.5% , a weighted-average expected term of nine months , a weighted-average risk-free interest rate of 0.5% and a weighted-average expected dividend yield of 0% . The fair value of TiVo Solutions ' performance-based awards was estimated at the TiVo Acquisition Date using a Monte-Carlo simulation, assuming a weighted-average expected volatility of 37.5% , a weighted-average expected term of 2.4 years , a weighted-average risk-free interest rate of 0.8% and an expected dividend yield of 0.0% . Final Purchase Price Allocation The Consolidated Financial Statements have been prepared using the acquisition method of accounting under U.S. GAAP with Rovi treated as the acquirer of TiVo Solutions for accounting purposes. Under the acquisition method of accounting, the purchase consideration delivered by TiVo Corporation to complete the TiVo Acquisition was allocated to the assets acquired and liabilities assumed generally based on their fair value at the TiVo Acquisition Date . TiVo Corporation has made significant estimates and assumptions in determining the fair value of the assets acquired and liabilities assumed based on discussions with TiVo Solutions ’ management and TiVo Corporation ’s informed insights into the industries in which TiVo Solutions competes. The following table summarizes the purchase price allocation, including measurement period adjustments recognized subsequent to the initial purchase price allocation through the end of the measurement period (in thousands): Preliminary Purchase Price Allocation 2016 Measurement Period Adjustments December 31, 2016 2017 Measurement Period Adjustments Final Purchase Price Allocation Cash, cash equivalents and marketable securities $ 503,408 $ — $ 503,408 $ — $ 503,408 Accounts receivable 48,766 (169 ) 48,597 — 48,597 Inventory 15,003 — 15,003 — 15,003 Prepaid expenses and other current assets and other long-term assets 25,976 (67 ) 25,909 2 25,911 Property and equipment 10,370 (626 ) 9,744 — 9,744 Intangible assets: Developed technology and patents 154,000 — 154,000 — 154,000 Existing contracts and customer relationships 355,000 — 355,000 — 355,000 Trademarks / Tradenames 14,000 — 14,000 — 14,000 Goodwill 464,111 4,219 468,330 932 469,262 Accounts payable and accrued expenses and other long-term liabilities (74,736 ) 1,280 (73,456 ) (1,175 ) (74,631 ) Deferred revenue (63,428 ) (76 ) (63,504 ) — (63,504 ) Current portion of long-term debt (230,000 ) — (230,000 ) — (230,000 ) Deferred tax liabilities, net (92,744 ) (4,561 ) (97,305 ) 241 (97,064 ) Total merger consideration $ 1,129,726 $ — $ 1,129,726 $ — $ 1,129,726 If the measurement period adjustments had been recognized as of the TiVo Acquisition Date , their effect on Net (loss) income for the years ended December 31, 2017 and 2016 would have been immaterial. Valuation Techniques The fair values of assets acquired and liabilities assumed were preliminarily determined using the income, cost and market approaches. Generally, no fair value adjustments were reflected for current assets and current liabilities as TiVo Solutions ' carrying amount was estimated to approximate fair value because of the short-term nature of the items. The fair value of marketable securities was estimated using observable market-corroborated inputs, such as quoted prices in active markets for similar assets or independent pricing vendors, obtained from a third party pricing service and would be presented in Level 2 of the fair value hierarchy, which is described in Note 6 . The fair value of intangible assets was primarily based on third-party valuations using assumptions developed by management and other information compiled by management including, but not limited to, discounted future expected cash flows. Discounted future expected cash flows are based on significant unobservable inputs and, as a result, the intangible assets acquired would be presented in Level 3 of the fair value hierarchy. As part of the acquisition, TiVo Corporation assumed TiVo Solutions ' 2.0% Convertible Senior Notes due October 2021 (the " 2021 Convertible Notes "). The fair value of the 2021 Convertible Notes assumed in the TiVo Acquisition was measured based on quoted market prices and the 2021 Convertible Notes would be classified in Level 2 of the fair value hierarchy. As the 2021 Convertible Notes were subject to repurchase following the acquisition of TiVo Solutions , fair value approximated par and no debt premium or discount was recorded at the TiVo Acquisition Date . The fair value of contingent consideration liabilities assumed related to legacy TiVo Solutions acquisitions was estimated utilizing a probability-weighted discounted cash flow analysis based on the terms of the underlying purchase agreement. The contingent consideration liability would be classified in Level 3 of the fair value hierarchy. The significant unobservable inputs used in calculating the fair value of the contingent consideration liability include financial performance scenarios, the probability of achieving those scenarios and the discount rate. An adjustment was recorded for the deferred tax impact of purchase accounting adjustments primarily related to intangible assets and the 2021 Convertible Notes . The incremental deferred tax liabilities were calculated primarily based on the tax effect of the step-up in book basis of net assets of TiVo Solutions excluding the amount attributable to nondeductible goodwill. The excess of the purchase consideration over the fair value of assets acquired and liabilities assumed was recognized as goodwill. The goodwill is generated from operational synergies and cost savings TiVo Corporation expects to achieve from the combined operations, as well as the expected benefits from future technologies that do not meet the definition of an identifiable intangible asset and TiVo Solutions ' knowledgeable and experienced workforce. See Note 7 for the allocation of goodwill to the reportable segments. None of the goodwill is expected to be deductible for tax purposes. Unaudited Pro Forma Information The following unaudited pro forma financial information (in thousands, except per share amounts) has been adjusted to give effect to the TiVo Acquisition as if it were consummated on January 1, 2015. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2015 and should not be taken as representative of future results of operations of the combined company. Year Ended December 31, 2016 2015 Total Revenues, net $ 876,705 $ 903,962 Net loss $ (103,050 ) $ (133,457 ) Basic loss per share $ (0.89 ) $ (1.13 ) Diluted loss per share $ (0.89 ) $ (1.13 ) The unaudited pro forma financial information includes material, nonrecurring pro forma adjustments directly attributable to the TiVo Acquisition primarily related to a reduction in revenues and costs to adjust TiVo Solutions ' historical deferred revenue amortization and deferred technology cost amortization to fair value, the elimination of intercompany revenue as TiVo Solutions purchased products from Rovi prior to the TiVo Acquisition Date , adjustments to the amortization of intangible assets, adjustments for direct and incremental acquisition-related costs and the related tax effects, as well as Rovi 's deferred tax asset valuation allowance release as a result of the TiVo Acquisition reflected in the historical financial statements. The unaudited pro forma financial information does not include any cost saving synergies from operating efficiencies or the effect of incremental costs incurred from integrating the companies. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale DivX and MainConcept During the fourth quarter of 2013, the Company determined it would pursue selling its DivX and MainConcept businesses. DivX and MainConcept were providers of high-quality video compression-decompression software and a software library that enabled the distribution of content across the internet and through recordable media, in either physical or streamed forms. On March 31, 2014, the Company sold its DivX and MainConcept businesses for $52.5 million in cash, plus up to $22.5 million in additional payments based on the achievement of certain revenue milestones over the three years following the sale. In the three years following the sale of DivX and MainConcept, no additional payments were received as the revenue milestones were not satisfied. The Loss from discontinued operations, net of tax for the year ended December 31, 2016 is due to a settlement with Dolby Laboratories, Inc. ("Dolby") related to unpaid royalties from Rovi's Roxio, DivX and MainConcept businesses ("Legacy Sonic Businesses"). See Note 10 for additional information. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Accounts receivable, net (in thousands): December 31, 2017 December 31, 2016 Accounts receivable, gross $ 183,343 $ 149,105 Less: Allowance for doubtful accounts (2,575 ) (1,963 ) Accounts receivable, net $ 180,768 $ 147,142 Allowance for doubtful accounts (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ (1,963 ) $ (1,607 ) $ (1,135 ) Provision for bad debt 1,726 (226 ) (600 ) Deductions, net (2,338 ) (130 ) 128 Balance at end of period $ (2,575 ) $ (1,963 ) $ (1,607 ) Inventory (in thousands): December 31, 2017 December 31, 2016 Raw materials $ 1,846 $ 1,595 Finished goods 9,735 11,591 Inventory $ 11,581 $ 13,186 Property and equipment, net (in thousands): December 31, 2017 December 31, 2016 Computer software and equipment $ 160,450 $ 136,776 Leasehold improvements 34,629 26,201 Furniture and fixtures 9,137 6,627 Property and equipment, gross 204,216 169,604 Less: Accumulated depreciation and amortization (148,972 ) (121,232 ) Property and equipment, net $ 55,244 $ 48,372 Accounts payable and accrued expenses (in thousands): December 31, 2017 December 31, 2016 Accounts payable $ 10,517 $ 29,218 Accrued compensation and benefits 47,886 54,571 Accrual for merger consideration — 78,981 Other accrued liabilities 77,449 63,681 Accounts payable and accrued expenses $ 135,852 $ 226,451 Interest income and other, net (in thousands): Year Ended December 31, 2017 2016 2015 Interest income $ 3,122 $ 2,326 $ 1,462 Foreign currency loss (1,574 ) (72 ) (379 ) Equity method (loss) income (451 ) (454 ) (464 ) Other income (expense), net 1,818 (112 ) 97 Interest income and other, net $ 2,915 $ 1,688 $ 716 Supplemental cash flow information (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid during the period for: Income taxes, net of refunds $ 17,660 $ 27,468 $ 14,335 Interest $ 26,567 $ 30,281 $ 33,797 Significant noncash transactions Fair value of shares issued in connection with TiVo Acquisition $ 536 $ 758,115 $ — |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Investments | Investments The amortized cost and fair value of cash, cash equivalents and marketable securities by significant investment category were as follows (in thousands): December 31, 2017 Amortized Cost Unrealized Unrealized Fair Value Cash $ 38,996 $ — $ — $ 38,996 Cash equivalents - Money market funds 89,969 — — 89,969 Cash and cash equivalents $ 128,965 $ — $ — $ 128,965 Auction rate securities $ 10,800 $ — $ (216 ) $ 10,584 Corporate debt securities 102,794 — (397 ) 102,397 Foreign government obligations 2,249 — (4 ) 2,245 U.S. Treasuries / Agencies 108,781 — (430 ) 108,351 Marketable securities $ 224,624 $ — $ (1,047 ) $ 223,577 Cash, cash equivalents and marketable securities $ 352,542 December 31, 2016 Amortized Cost Unrealized Unrealized Fair Value Cash $ 50,969 $ — $ — $ 50,969 Cash equivalents - Money market funds 141,658 — — 141,658 Cash and cash equivalents $ 192,627 $ — $ — $ 192,627 Auction rate securities $ 10,800 $ — $ (432 ) $ 10,368 Corporate debt securities 106,128 8 (215 ) 105,921 Foreign government obligations 2,246 — (8 ) 2,238 U.S. Treasuries / Agencies 127,734 14 (262 ) 127,486 Marketable securities $ 246,908 $ 22 $ (917 ) $ 246,013 Cash, cash equivalents and marketable securities $ 438,640 The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows (in thousands): December 31, 2017 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,584 $ (216 ) $ 10,584 $ (216 ) Corporate debt securities 75,922 (362 ) 18,484 (35 ) 94,406 (397 ) Foreign government obligations — — 2,245 (4 ) 2,245 (4 ) U.S. Treasuries / Agencies 44,968 (184 ) 63,383 (246 ) 108,351 (430 ) Marketable securities $ 120,890 $ (546 ) $ 94,696 $ (501 ) $ 215,586 $ (1,047 ) December 31, 2016 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,368 $ (432 ) $ 10,368 $ (432 ) Corporate debt securities 74,173 (193 ) 12,278 (22 ) 86,451 (215 ) Foreign government obligations 2,238 (8 ) — — 2,238 (8 ) U.S. Treasuries / Agencies 109,657 (244 ) 2,222 (18 ) 111,879 (262 ) Marketable securities $ 186,068 $ (445 ) $ 24,868 $ (472 ) $ 210,936 $ (917 ) The Company sold its auction rate securities in January 2018 and realized an immaterial loss. As of December 31, 2017 , the amortized cost and fair value of marketable securities, by contractual maturity, were as follows (in thousands): Amortized Cost Fair Value Due in less than 1 year $ 141,274 $ 140,866 Due in 1-2 years 72,550 72,127 Due in more than 2 years 10,800 10,584 Total $ 224,624 $ 223,577 As of December 31, 2017 and December 31, 2016 , non-marketable equity securities accounted for under the equity method had a carrying amount of $1.1 million and $1.6 million , respectively, and non-marketable equity securities accounted for under the cost method had a carrying amount of $1.5 million and $2.7 million , respectively. We periodically review our non-marketable equity securities for potential impairment. For the year ended December 31, 2017 , an other-than-temporary impairment loss of $1.2 million was recognized on non-marketable equity securities. No impairments were recognized for the years ended December 31, 2016 and 2015 on non-marketable equity securities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs. • Level 3. Unobservable inputs for the asset or liability. Recurring Fair Value Measurements Assets and liabilities reported at fair value on a recurring basis in the Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2017 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 89,969 $ 89,969 $ — $ — Short-term marketable securities Corporate debt securities 49,396 — 49,396 — Foreign government obligations 2,245 — 2,245 — U.S. Treasuries / Agencies 89,225 — 89,225 — Long-term marketable securities Auction rate securities 10,584 — — 10,584 Corporate debt securities 53,001 — 53,001 — U.S. Treasuries / Agencies 19,126 — 19,126 — Total Assets $ 313,546 $ 89,969 $ 212,993 $ 10,584 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (2,234 ) $ — $ — $ (2,234 ) Other long-term liabilities Interest rate swaps (9,735 ) — (9,735 ) — Total Liabilities $ (11,969 ) $ — $ (9,735 ) $ (2,234 ) December 31, 2016 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 141,658 $ 141,658 $ — $ — Short-term marketable securities Corporate debt securities 76,568 — 76,568 — U.S. Treasuries / Agencies 40,516 — 40,516 — Long-term marketable securities Auction rate securities 10,368 — — 10,368 Corporate debt securities 29,353 — 29,353 — Foreign government obligations 2,238 — 2,238 — U.S. Treasuries / Agencies 86,970 — 86,970 — Total Assets $ 387,671 $ 141,658 $ 235,645 $ 10,368 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (1,988 ) $ — $ — $ (1,988 ) Interest rate swaps (648 ) — (648 ) — Other long-term liabilities Cubiware contingent consideration (3,285 ) — — (3,285 ) Interest rate swaps (19,303 ) — (19,303 ) — Total Liabilities $ (25,224 ) $ — $ (19,951 ) $ (5,273 ) The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. For the years ended December 31, 2017, 2016 and 2015 , there were no transfers between levels of the fair value hierarchy. Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities IntegralReach Contingent Consideration Veveo Contingent Consideration Balance at beginning of period $ 10,368 $ (5,273 ) $ 10,260 $ — $ 10,638 $ (3,000 ) $ (3,000 ) Assumed in TiVo Acquisition — — — (6,548 ) — — — Settlements — 2,650 — — — 3,000 2,140 Gain included in earnings — 389 — 1,275 — — 860 Unrealized gains (losses) included in other comprehensive income 216 — 108 — (378 ) — — Balance at end of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) $ 10,260 $ — $ — For the year ended December 31, 2017 , the Gain included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense as a $1.0 million gain related to remeasurement of the liability offset in part by $0.6 million of Interest expense related to accretion of the liability to future value. The Gain included in earnings related to the Cubiware contingent consideration liability for the year ended December 31, 2016 is included in Selling, general and administrative expense as a $1.6 million gain related to remeasurement of the Cubiware contingent consideration offset in part by $0.3 million of Interest expense related to accretion of the liability to future value. The Gain included in earnings related to remeasurement of the Veveo Contingent Consideration liability for the year ended December 31, 2015 is included in Selling, general and administrative expense. Non-recurring Fair Value Measurements In May 2017, TiVo Corporation vacated a portion of a leased facility as part of its ongoing TiVo Integration Restructuring Plan (as described in Note 8 ) resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. The fair value of the impaired assets was estimated using a discounted cash flow analysis that incorporated among other items, the timing and amount of expected future cash flows associated with the assets, income tax rates and economic and market conditions, as well as a risk adjusted discount rate. The fair value of the impaired assets would be classified in Level 2 of the fair value hierarchy. Valuation Techniques The fair value of marketable securities, other than auction rate securities, is estimated using observable market-corroborated inputs, such as quoted prices in active markets for similar assets or independent pricing vendors, obtained from a third-party pricing service. The fair value of auction rate securities is estimated using a discounted cash flow analysis or other type of valuation model. These estimates are highly judgmental and incorporate, among other items, the likelihood of redemption, credit and liquidity spreads, duration, interest rates and the timing and amount of expected future cash flows. These securities are also compared, when possible, to other observable data for securities with characteristics similar to the securities held by the Company. The fair value of contingent consideration liabilities related to acquisitions is estimated utilizing a probability-weighted discounted cash flow analysis based on the terms of the underlying purchase agreement. The significant unobservable inputs used in calculating the fair value of contingent consideration liabilities related to acquisitions include financial performance scenarios, the probability of achieving those scenarios and the risk adjusted discount rate. The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by netting the discounted future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the nonperformance risk of the Company and the respective counterparty. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company considers the effect of its master netting agreements. Other Fair Value Disclosures The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) 2020 Convertible Notes $ 311,766 $ 326,888 $ 297,646 $ 349,140 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 671,281 679,722 677,038 686,766 Total Long-term debt $ 983,095 $ 1,006,658 $ 974,732 $ 1,035,954 (1) The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considers the nonperformance risk of the Company. If reported at fair value in the Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill were as follows (in thousands): Intellectual Property Licensing Product Total December 31, 2015 $ 1,184,500 $ 159,152 $ 1,343,652 TiVo Acquisition 106,620 361,710 468,330 Foreign currency translation — 136 136 December 31, 2016 1,291,120 520,998 1,812,118 TiVo Acquisition 212 720 932 Foreign currency translation — 177 177 December 31, 2017 $ 1,291,332 $ 521,895 $ 1,813,227 Goodwill resulting from the TiVo Acquisition was allocated to the Company's reportable segments based on the relative fair value of the TiVo Solutions businesses assigned to the Company's reporting units. Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. No goodwill impairment charges have been recognized as a result of an interim or annual impairment test during the years ended December 31, 2017, 2016 and 2015 . Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): December 31, 2017 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.7 years $ 1,034,458 $ (676,465 ) $ 357,993 Existing contracts and customer relationships 12.0 years 403,244 (139,289 ) 263,955 Content databases and other 5.2 years 57,053 (49,077 ) 7,976 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,503,055 (873,131 ) 629,924 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,517,055 $ (873,131 ) $ 643,924 December 31, 2016 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,031,280 $ (586,800 ) $ 444,480 Existing contracts and customer relationships 402,143 (64,123 ) 338,020 Content databases and other 59,390 (49,052 ) 10,338 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,501,113 (708,275 ) 792,838 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,515,113 $ (708,275 ) $ 806,838 Patent Acquisitions In the year ended December 31, 2017 , the Company purchased a portfolio of patents for $ 2.0 million in cash. The Company accounted for the patent portfolio purchase as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . In the year ended December 31, 2016 , the Company purchased a portfolio of patents for $2.5 million in cash. The Company accounted for the patent portfolio purchase as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . Future Amortization As of December 31, 2017 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2018 $ 147,282 2019 109,960 2020 109,215 2021 66,445 2022 25,524 Thereafter 171,498 Total $ 629,924 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Restructuring and Asset Impairment Charges Components of Restructuring and asset impairment charges were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Facility-related costs $ 4,465 $ 527 $ 2,337 Severance costs 4,696 10,044 (177 ) Share-based payments 2,663 14,951 — Contract termination costs 4 1,342 — Asset impairment 7,220 452 — Restructuring and asset impairment charges $ 19,048 $ 27,316 $ 2,160 Accrued restructuring costs were as follows (in thousands): December 31, 2017 December 31, 2016 Facility-related costs $ 693 $ 758 Severance costs 584 3,796 Contract termination costs 37 183 Accrued restructuring costs $ 1,314 $ 4,737 We expect a substantial portion of the Accrued restructuring costs , including those associated with the TiVo Integration Restructuring Plan , to be paid at various dates through the first half of 2018. TiVo Integration Restructuring Plan Following completion of the TiVo Acquisition , TiVo Corporation began implementing integration plans intended to realize operational synergies between Rovi and TiVo Solutions (the " TiVo Integration Restructuring Plan "). As a result of these integration plans, TiVo Corporation expects to eliminate duplicative positions resulting in severance costs and the termination of certain leases and other contracts. In May 2017, TiVo Corporation vacated a portion of a leased facility resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. Restructuring activities related to the TiVo Integration Restructuring Plan were as follows (in thousands): December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 7,220 — (7,220 ) — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 December 31, 2016 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 277 $ (53 ) $ — $ — $ 224 Severance costs — 9,657 (6,153 ) — — 3,504 Share-based payments — 14,951 — (14,951 ) — — Contract termination costs — 63 — — — 63 Total $ — $ 24,948 $ (6,206 ) $ (14,951 ) $ — $ 3,791 Legacy Rovi Restructuring Plans In the year ended December 31, 2016 , Rovi initiated certain facility rationalization activities (the "Legacy Rovi Restructuring Plans"), including relocating its corporate headquarters from Santa Clara, California to San Carlos, California and consolidating its Silicon Valley operations into the corporate headquarters, and eliminated a number of positions associated with a reorganization of the sales force structure, downsizing the global services workforce and eliminating certain general and administrative positions. As a result of changes in estimates related to sublease rental rates expected to be obtained for vacated facilities, Restructuring and asset impairment charges of $0.8 million and $2.4 million , respectively, were recognized in the years ended December 31, 2017 and 2016 related to the Legacy Rovi Restructuring Plans. As of December 31, 2017 , Accrued restructuring costs of $0.7 million are included in the Consolidated Balance Sheets related to the Legacy Rovi Restructuring Plans. Legacy TiVo Solutions Restructuring Plans In the year ended December 31, 2016 , certain termination benefits were offered by TiVo Solutions in connection with the elimination of a number of positions prior to the TiVo Acquisition Date (the "Legacy TiVo Solutions Restructuring Plans") expired. As a result of these termination benefits expiring unused, Restructuring and asset impairment charges recognized for the year ended December 31, 2017 were reduced by $0.2 million . As of December 31, 2017 , the Legacy TiVo Solutions Restructuring Plans were completed and no Accrued restructuring costs are included in the Consolidated Balance Sheets related to the Legacy TiVo Solutions Restructuring Plans. |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Interest Rate Swaps | Debt and Interest Rate Swaps A summary of the Company's financing arrangements was as follows (dollars in thousands): December 31, 2017 December 31, 2016 Stated Interest Rate Issue Date Maturity Date Outstanding Principal Carrying Amount Outstanding Principal Carrying Amount 2020 Convertible Notes 0.500% March 4, 2015 March 1, 2020 $ 345,000 $ 311,766 $ 345,000 $ 297,646 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 Term Loan Facility B Variable July 2, 2014 July 2, 2021 675,500 671,281 682,500 677,038 Total Long-term debt $ 1,020,548 983,095 $ 1,027,548 974,732 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 976,095 $ 967,732 2020 Convertible Notes Rovi issued $345.0 million in aggregate principal of 0.500% Convertible Senior Notes that mature March 1, 2020 (the “ 2020 Convertible Notes ”) at par pursuant to an Indenture dated March 4, 2015 (as supplemented, the " 2015 Indenture "). The 2020 Convertible Notes were sold in a private placement and bear interest at an annual rate of 0.500% payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2015. In connection with the TiVo Acquisition , TiVo Corporation and Rovi entered into a supplemental indenture under which TiVo Corporation became a guarantor of the 2020 Convertible Notes and the notes became convertible into TiVo Corporation common stock. The 2020 Convertible Notes were convertible at an initial conversion rate of 34.5968 shares of TiVo Corporation common stock per $1,000 of principal of notes, which was equivalent to an initial conversion price of $28.9044 per share of TiVo Corporation common stock. The conversion rate and conversion price are subject to adjustment pursuant to the 2015 Indenture , including as a result of dividends paid by TiVo Corporation . As of December 31, 2017 , the 2020 Convertible Notes are convertible at a conversion rate of 36.0271 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $27.7569 per share of TiVo Corporation common stock. Holders may convert the 2020 Convertible Notes , prior to the close of business on the business day immediately preceding December 1, 2019 , in multiples of $1,000 of principal under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of TiVo Corporation 's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 of principal of 2020 Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of TiVo Corporation ’s common stock and the conversion rate on each such trading day; or • on the occurrence of specified corporate events. On or after December 1, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal, at any time. In addition, during the 35 -day trading period following a Merger Event, as defined in the 2015 Indenture , holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal. The TiVo Acquisition was considered a Merger Event pursuant to the 2015 Indenture . No holders elected to convert their 2020 Convertible Notes during the 35-day trading period following the TiVo Acquisition . On conversion, a holder will receive the conversion value of the 2020 Convertible Notes converted based on the conversion rate multiplied by the volume-weighted average price of TiVo Corporation ’s common stock over a specified observation period. On conversion, Rovi will pay cash up to the aggregate principal of the 2020 Convertible Notes converted and deliver shares of TiVo Corporation ’s common stock in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal of the 2020 Convertible Notes being converted. The conversion rate is subject to adjustment in certain events, including certain events that constitute a "Make-Whole Fundamental Change" (as defined in the 2015 Indenture ). In addition, if Rovi undergoes a "Fundamental Change" (as defined in the 2015 Indenture ) prior to March 1, 2020, holders may require Rovi to repurchase for cash all or a portion of the 2020 Convertible Notes at a repurchase price equal to 100% of the principal of the repurchased 2020 Convertible Notes , plus accrued and unpaid interest. The conversion rate is also subject to customary anti-dilution adjustments. The 2020 Convertible Notes are not redeemable prior to maturity by Rovi and no sinking fund is provided. The 2020 Convertible Notes are unsecured and do not contain financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the repurchase of other securities by Rovi . The 2015 Indenture includes customary terms and covenants, including certain events of default after which the 2020 Convertible Notes may be due and payable immediately. TiVo Corporation has separately accounted for the liability and equity components of the 2020 Convertible Notes . The initial carrying amount of the liability component was calculated by estimating the value of the 2020 Convertible Notes using TiVo Corporation ’s estimated non-convertible borrowing rate of 4.75% at the time the instrument was issued. The carrying amount of the equity component, representing the value of the conversion option, was determined by deducting the liability component from the principal of the 2020 Convertible Notes . The difference between the principal of the 2020 Convertible Notes and the liability component is considered a debt discount which is being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . The equity component of the 2020 Convertible Notes was recorded as a component of Additional paid-in capital in the Consolidated Balance Sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. Related to the 2020 Convertible Notes , the Consolidated Balance Sheets included the following (in thousands): December 31, 2017 December 31, 2016 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (29,499 ) (42,144 ) Less: Unamortized debt issuance costs (3,735 ) (5,210 ) Carrying amount $ 311,766 $ 297,646 Equity component $ 63,854 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stated interest $ 1,725 $ 1,725 $ 1,423 Amortization of debt discount 12,645 12,071 9,639 Amortization of debt issuance costs 1,475 1,334 1,020 Total interest expense $ 15,845 $ 15,130 $ 12,082 Rovi incurred $9.3 million in transaction costs related to the issuance of the 2020 Convertible Notes which were allocated to liability and equity components based on the relative amounts calculated for the 2020 Convertible Notes at the date of issuance. Transaction costs of $7.6 million attributable to the liability component were recorded in Long-term debt, less current portion in the Consolidated Balance Sheets and are being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . Transaction costs of $1.7 million attributable to the equity component were recorded as a component of Additional paid-in capital in the Consolidated Balance Sheets . Purchased Call Options and Sold Warrants related to the 2020 Convertible Notes Concurrent with the issuance of the 2020 Convertible Notes in 2015, Rovi paid $64.8 million to purchase call options with respect to its common stock. The call options gave TiVo Corporation the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation 's common stock at an exercise price of $28.9044 per share, which corresponds to the initial conversion price of the 2020 Convertible Notes , and are exercisable by TiVo Corporation on conversion of the 2020 Convertible Notes . The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . As of December 31, 2017 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 12.4 million shares of TiVo Corporation 's common stock at an exercise price of $27.7569 per share. The call options are intended to reduce the potential dilution from conversion of the 2020 Convertible Notes . The purchased call options are separate transactions from the 2020 Convertible Notes and holders of the 2020 Convertible Notes do not have any rights with respect to the purchased call options. Concurrent with the issuance of the 2020 Convertible Notes in 2015, Rovi received $31.3 million from the sale of warrants that provide the holder of the warrant the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation common stock at an exercise price of $40.1450 per share. The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . As of December 31, 2017 , 12.2 million warrants were outstanding with an exercise price of $38.5512 per share. The warrants are exercisable beginning June 1, 2020 and can be settled in cash or shares at TiVo Corporation 's election. The warrants were entered into to offset the cost of the purchased call options. The warrants are separate transactions from the 2020 Convertible Notes and holders of the 2020 Convertible Notes do not have any rights with respect to the warrants. The amounts paid to purchase the call options and received to sell the warrants were recorded in Additional paid-in capital in the Consolidated Balance Sheets . 2021 Convertible Notes TiVo Solutions issued $230.0 million in aggregate principal of 2.0% Convertible Senior Notes that mature October 1, 2021 (the " 2021 Convertible Notes ") at par pursuant to an Indenture dated September 22, 2014 (as supplemented, "the 2014 Indenture "). The 2021 Convertible Notes bear interest at an annual rate of 2.0% , payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 2015. On October 12, 2016 , TiVo Solutions repaid $229.95 million of the par value of the 2021 Convertible Notes . The 2021 Convertible Notes were convertible at an initial conversion rate of 56.1073 shares of TiVo Solutions common stock per $1,000 principal of notes, which was equivalent to an initial conversion price of $17.8230 per share of TiVo Solutions common stock. Following the TiVo Acquisition , the 2021 Convertible Notes were convertible at a conversion rate of 21.6181 shares of TiVo Corporation common stock per $1,000 principal of notes and $154.30 per $1,000 principal of notes, which was equivalent to a conversion price of $39.12 per share of TiVo Corporation common stock. The conversion rate and conversion price are subject to adjustment pursuant to the 2014 Indenture , including as a result of dividends paid by TiVo Corporation . As of December 31, 2017 , the 2021 Convertible Notes are convertible at a conversion rate of 22.5000 shares of TiVo Corporation common stock per $1,000 principal of notes and $154.30 per $1,000 principal of notes, which is equivalent to a conversion price of $37.5867 per share of TiVo Corporation common stock. TiVo Solutions can settle the 2021 Convertible Notes in cash, shares of common stock, or any combination thereof pursuant to the 2014 Indenture . Subject to certain exceptions, holders may require TiVo Solutions to repurchase, for cash, all or part of their 2021 Convertible Notes upon a “Fundamental Change” (as defined in the 2014 Indenture ) at a price equal to 100% of the principal amount of the 2021 Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the “Fundamental Change Repurchase Date” (as defined in the 2014 Indenture ). In addition, on a “Make-Whole Fundamental Change” (as defined in the 2014 Indenture ) prior to the maturity date of the 2021 Convertible Notes , TiVo Solutions will, in some cases, increase the conversion rate for a holder that elects to convert its 2021 Convertible Notes in connection with such Make-Whole Fundamental Change. Purchased Call Options and Sold Warrants related to the 2021 Convertible Notes In September 2014, counterparties entered into convertible note hedge transactions with TiVo Solutions covering approximately 12.9 million shares of TiVo Solutions ’ common stock, in the aggregate, which is the number of shares initially underlying the 2021 Convertible Notes . In connection with the Fundamental Change under the 2021 Convertible Notes , TiVo Solutions and the counterparties agreed to terminate the convertible note hedge transactions early. During the year ended December 31, 2016 , TiVo Solutions received $12.1 million from the counterparties to settle the convertible note hedge transactions. Concurrent with the purchase of the convertible note hedge transactions, TiVo Solutions sold warrants to purchase up to approximately 12.9 million shares of TiVo Solutions ’ common stock, in the aggregate, which is the number of shares initially underlying the 2021 Convertible Notes . In connection with the Fundamental Change under the 2021 Convertible Notes , TiVo Solutions and the counterparties agreed to terminate the warrants early. During the year ended December 31, 2016 , TiVo Solutions paid $5.8 million to the counterparties to settle the warrants. Convertible Senior Notes Due 2040 The Company issued $460.0 million in aggregate principal of 2.625% Convertible Senior Notes due in 2040 at par (the “ 2040 Convertible Notes ”) pursuant to an Indenture dated March 17, 2010 (the " 2010 Indenture "). On February 20, 2015, holders of $287.4 million of outstanding principal exercised their right to require the Company to repurchase their 2040 Convertible Notes for cash. On June 30, 2015, the Company redeemed the remaining $3.6 million of outstanding 2040 Convertible Notes . In connection with these transactions, $0.1 million was recorded as Loss on debt extinguishment in the Consolidated Statements of Operations for the year ended December 31, 2015 . Components of interest expense related to the 2040 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stated interest $ — $ — $ 1,114 Amortization of debt discount — — 1,865 Amortization of debt issue costs — — 242 Total interest expense $ — $ — $ 3,221 Senior Secured Credit Facility On July 2, 2014, Rovi Corporation, as parent guarantor, and two of its wholly-owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of its other subsidiaries, as subsidiary guarantors, entered into a Credit Agreement (the “ Credit Agreement ”). After the completion of the TiVo Acquisition , TiVo Corporation became a guarantor under the Credit Agreement . The Credit Agreement provided for a (i) five -year $125.0 million term loan A facility (“ Term Loan Facility A ”), (ii) seven -year $700.0 million term loan B facility (“ Term Loan Facility B ” and together with Term Loan Facility A , the “ Term Loan Facility ”) and (iii) five -year $175.0 million revolving credit facility (including a letter of credit sub-facility) (the " Revolving Facility ” and together with the Term Loan Facility , the “ Senior Secured Credit Facility ”). In September 2015, Rovi made a voluntary principal prepayment to extinguish Term Loan Facility A and elected to terminate the Revolving Facility . Prior to the refinancing described below, loans under Term Loan Facility B bore interest, at the Company's option, at a rate equal to either LIBOR, plus an applicable margin equal to 3.00% per annum (subject to a 0.75% LIBOR floor) or the prime lending rate, plus an applicable margin equal to 2.00% per annum. On January 26, 2017 , TiVo Corporation , as parent guarantor, two of its wholly-owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of TiVo Corporation ’s other subsidiaries, as subsidiary guarantors, entered into Refinancing Agreement No. 1 with respect to Term Loan Facility B . The $682.5 million in proceeds from Refinancing Agreement No. 1 was used to repay existing loans under Term Loan Facility B in full. The borrowing terms for Refinancing Agreement No. 1 are substantially similar to the borrowing terms of Term Loan Facility B . However, loans under Refinancing Agreement No. 1 bear interest, at the borrower's option, at a rate equal to either LIBOR, plus an applicable margin equal to 2.50% per annum (subject to a 0.75% LIBOR floor) or the prime lending rate, plus an applicable margin equal to 1.50% per annum. Refinancing Agreement No. 1 requires quarterly principal payments of $1.75 million through June 2021, with any remaining balance payable in July 2021. Refinancing Agreement No. 1 is part of the Senior Secured Credit Facility . The refinancing of Term Loan Facility B resulted in a Loss on debt extinguishment of $ 0.1 million and a Loss on debt modification of $0.9 million for the year ended December 31, 2017 . Creditors in Term Loan Facility B that elected not to participate in Refinancing Agreement No. 1 were extinguished. Creditors in Term Loan Facility B that elected to participate in Refinancing Agreement No. 1 and for which the present value of future cash flows was not substantially different were accounted for as a debt modification. In June 2015 and September 2015, the Company made voluntary principal prepayments of $50.0 million and $75.0 million , respectively, on Term Loan Facility A . The September 2015 voluntary principal prepayment extinguished Term Loan Facility A . In February 2015, the Company borrowed $100.0 million against the Revolving Facility , in part, to extinguish a portion of the 2040 Convertible Notes . In March 2015, using a portion of the proceeds from the 2020 Convertible Notes issuance, all outstanding borrowings under the Revolving Facility were repaid. In September 2015, the Revolving Facility was terminated at the Company's election. The voluntary principal prepayments on Term Loan Facility A and the termination of the Revolving Facility resulted in a Loss on debt extinguishment of $2.8 million which was recognized in the Consolidated Statements of Operations for the year ended December 31, 2015 related to the unamortized debt discount and unamortized debt issuance costs. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions. The Credit Agreement is secured by substantially all of the Company's assets. The Company may be required to make an additional payment on the Term Loan Facility each February. This payment is calculated as a percentage of the prior year's "Excess Cash Flow" as defined in the Credit Agreement . No additional payment was required in February 2017. Debt Maturities As of December 31, 2017 , aggregate expected future principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2018 $ 7,000 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,020,548 (1) While the 2020 Convertible Notes are scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. Interest Rate Swaps The Company issues long-term debt denominated in U.S. dollars based on market conditions at the time of financing and may enter into interest rate swaps to achieve a primarily fixed interest rate. Alternatively, the Company may choose not to enter into an interest rate swap or may terminate a previously executed interest rate swap if it believes a larger proportion of floating-rate debt would be beneficial. The Company has not designated any of its interest rate swaps as hedges for accounting purposes. The Company records interest rate swaps in the Consolidated Balance Sheets at fair value with changes in fair value recorded as Income (loss) on interest rate swaps in the Consolidated Statements of Operations . Amounts are presented in the Consolidated Balance Sheets after considering the right of offset and the effect of master netting agreements. During the years ended December 31, 2017, 2016 and 2015 , the Company recorded a gain of $1.9 million and losses of $3.9 million and $13.4 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of December 31, 2017 and December 31, 2016 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 2017 December 31, 2016 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility May 2012 April 2014 March 2017 $ — $ 215,000 (1) One month USD-LIBOR June 2013 January 2016 March 2019 $ 250,000 $ 250,000 2.23% One month USD-LIBOR September 2014 January 2016 July 2021 $ 125,000 $ 125,000 2.66% One month USD-LIBOR September 2014 March 2017 July 2021 $ 200,000 $ 200,000 2.93% One month USD-LIBOR (1) The Company paid a fixed interest rate which gradually increased from 0.65% for the three-month settlement period ended in June 2014 to 2.11% for the settlement period ended in March 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 days - 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 offers a warranty through its Continual Care program which extends the one-year warranty for parts only to customers who use the latest BOLT and Roamio DVRs for as long as such customers maintain an active TiVo service subscription. The Company recognizes costs associated with the Continual Care warranties at the time of the DVR sale. As of December 31, 2017 and 2016 , the accrued warranty was $0.2 million and $0.5 million and is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets . Customers who purchase a TiVo service subscription for the lifetime of the DVR are able to purchase separately priced optional two -year and three -year extended warranties. The Company defers and amortizes revenue and costs 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 three -year extended warranties. The Company recognizes the revenues associated with the sale of MSO extended warranties over the second and third year of the warranty period. As of December 31, 2017 , the extended warranty deferred revenue and deferred cost were $0.6 million and $0.1 million , respectively. As of December 31, 2016 , the extended warranty deferred revenue and deferred cost were $2.0 million and $0.2 million , respectively. The Company’s extended warranty deferred revenue is included in Deferred revenue and extended warranty deferred costs are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets . Purchase Commitments In August 2016, Rovi entered into a 10 -year patent license agreement with DISH. Under the terms of the license agreement, DISH will pay a monthly, per-subscriber license fee to Rovi for the period beginning on April 5, 2016 consistent with Rovi ’s existing licensing program for its largest Pay TV providers. In addition, DISH agreed to provide TiVo Solutions with a release for all past products and a going-forward covenant not-to-sue under DISH’s existing patents during the 10 -year license term in exchange for TiVo Solutions providing DISH certain TiVo Solutions products during the term and cash payments by TiVo Solutions to DISH of $60.3 million in the aggregate, of which $30.3 million was paid in the third quarter of 2017, $15.0 million was paid in the second quarter of 2017 and $15.0 million was paid in the fourth quarter of 2016. The TiVo Solutions release and covenant transaction is being recognized as a reduction to revenue over the license term in the Consolidated Statements of Operations . No changes were made to the prior, existing patent settlement between EchoStar Corporation and DISH Network Corporation (together, "EchoStar"), and TiVo Solutions as a result of this agreement. The Company purchases components from a variety of suppliers and uses 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 contract manufacturers and suppliers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s purchase commitments arising from these agreements consists of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s purchase commitments based on its business needs prior to firm orders being placed. As of December 31, 2017 , the Company had total purchase commitments for inventory of $5.3 million , of which $1.1 million was accrued in the Consolidated Balance Sheets . Lease Commitments The Company leases facilities and certain equipment pursuant to non-cancelable operating lease agreements expiring through 2027 . Rent expense is recognized on a straight-line basis over the lease term. Lease incentives are amortized over the lease term on a straight-line basis. Future minimum payments for operating leases as of December 31, 2017 were as follows (in thousands): 2018 $ 18,861 2019 16,003 2020 14,143 2021 13,286 2022 12,309 Thereafter 35,908 Gross future minimum lease payments $ 110,510 Less: Sublease receipts (49,349 ) Net future minimum lease payments $ 61,161 Rent expense was $15.4 million , $13.3 million and $12.3 million for the years ended December 31, 2017, 2016 and 2015 , respectively. Indemnifications In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees against claims made by third parties arising out of the use and / or incorporation of the Company's products, intellectual property, services and / or technologies into the licensees' products and services. TiVo Solutions has also indemnified 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. The Company’s obligation under its indemnification agreements with customer and business partners would arise in the event a third party filed a claim against one of the parties that was covered by the Company’s indemnification. 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. In some cases, the Company may receive tenders of defense and indemnity arising out of products, intellectual property services and / or technologies that are no longer provided by the Company due to having divested certain assets, but which were previously licensed or provided by the Company. The term of the Company's indemnification obligations is generally perpetual. The Company's indemnification obligations are typically limited to the cumulative amount paid to the Company by the licensee under the license agreement; however, some license agreements, including those with the Company's largest MSO and digital broadcast satellite providers, have larger limits or do not specify a limit on amounts that may be payable under the indemnity arrangements. The Company cannot reasonably estimate the possible range of losses 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, the Consolidated Financial Statements could be materially adversely affected in a particular period by one or more of these indemnities. Under certain circumstances, TiVo Solutions may seek to recover some or all amounts paid to an indemnified party from its insurers. TiVo Solutions does not have any assets held either as collateral or by third parties that, on the occurrence of an event requiring it to indemnify a customer, TiVo Solutions could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations. Legal Proceedings The Company may be involved in various lawsuits, claims and proceedings, including intellectual property, commercial, securities and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. The Company believes it has recorded adequate provisions for any such matters and, as of December 31, 2017 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Consolidated Financial Statements . Legal costs are expensed as incurred. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on its Consolidated Financial Statements . Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Consolidated Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. On November 15, 2016, Driehaus Appraisal Litigation Fund, L.P., Driehaus Companies Profit Sharing Plan and Trust, and Richard H. Driehaus IRA (the “Driehaus Entities”) filed a petition for appraisal pursuant to Section 262 of the Delaware General Corporation Law ("Section 262") in the Court of Chancery of the State of Delaware covering a total of 1.9 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. Additionally, on November 15, 2016, Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund L.P. (the “Fir Tree Entities” and together with the Driehaus Entities, the “Appraisal Petitioners”) filed a petition for appraisal pursuant to Section 262 in the Court of Chancery of the State of Delaware covering a total of 7.2 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. On January 11, 2017, the Court of Chancery consolidated the two petitions into a consolidated action entitled In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.). The Appraisal Petitioners were also seeking the payment of their costs and attorneys’ fees. As discussed in Note 2 , on March 27, 2017, TiVo Corporation executed a settlement agreement with the Dissenting Holders to settle the claims of the Dissenting Holders for $117.0 million , which was paid in cash in April 2017. On January 27, 2017 , UBS Securities LLC ("UBS") filed a complaint against TiVo Solutions alleging TiVo Solutions breached its contractual obligations to UBS under a September 14, 2010 letter agreement (the "Letter Agreement") whereby TiVo Solutions retained UBS as its financial advisor. In the complaint, UBS alleged that TiVo Solutions never terminated its Letter Agreement with UBS and, as a result, TiVo Solutions breached its obligations to UBS by (i) not paying UBS's annual retainer fee of $0.3 million for an unspecified number of years, but totaling an amount of $1.4 million , including unpaid retainer fees and out-of-pocket expenses, and (ii) not considering or retaining UBS as TiVo Solutions ' financial advisor in connection with its merger with Rovi , for which UBS alleged TiVo Solutions owed it a fee of $14.5 million (the amount TiVo Solutions paid its financial advisor for the merger). The Company and UBS settled this matter in May 2017 for $0.7 million , to be paid in a combination of a current cash payment and potential future service fees. On May 10, 2016, Rovi received a letter from Dolby demanding unpaid royalties in the amount of $11.5 million related to (i) software licensed by Rovi 's Sonic Solutions subsidiary and (ii) certain support and maintenance agreements that Sonic had with certain larger customers during the period from 2009 to 2012. Dolby further claimed that it was entitled to interest on the allegedly unpaid royalties in the amount of $11.8 million . The alleged unpaid royalties cover products that were divested by Rovi as the Legacy Sonic Businesses from 2012 to 2014 and presented as a discontinued operation. On July 20, 2016, Rovi received another letter from Dolby, proposing to forego the interest it claims it is owed relating to certain portions of the dispute if a settlement is reached promptly. However, Dolby added an additional demand for unpaid royalties in the amount of $9.5 million related to software distributions allegedly made by Rovi 's former MainConcept subsidiary, for a total demand of $20.9 million . In October 2016, Rovi settled Dolby's demands for unpaid royalties for $5.0 million . The expense resulting from the settlement related to the Legacy Sonic Businesses was recognized in Loss from discontinued operations, net of tax for the year ended December 31, 2016 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Earnings (Loss) Per Share Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period, except for periods of a loss from continuing operations. In periods of a loss from continuing operations, no common share equivalents are included in Diluted EPS because their effect would be anti-dilutive. The number of shares used to calculate Basic EPS and Diluted EPS were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Weighted average shares used in computing basic per share amounts 120,355 93,064 84,133 Dilutive effect of equity-based compensation awards — 1,198 — Weighted average shares used in computing diluted per share amounts 120,355 94,262 84,133 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Restricted awards 4,567 1,741 2,861 Stock options 2,850 3,448 4,133 2020 Convertible Notes (1) 12,429 11,936 9,876 2021 Convertible Notes (1) 1 564 — 2040 Convertible Notes (1) — — 869 Warrants related to 2020 Convertible Notes (1) 12,232 11,936 9,876 Weighted average potential shares excluded from the calculation of Diluted EPS 32,079 29,625 27,615 (1) See Note 9 for additional details. The calculation of earnings per share for the year ended December 31, 2016 excludes 3.5 million shares of TiVo Corporation common stock that were potentially issuable to Dissenting Holders as the Dissenting Holders had not decided whether or not to receive the consideration they were entitled to as a result of the TiVo Acquisition . As the contingency had not been satisfied as of December 31, 2016 , the potentially issuable shares of common stock were excluded from the calculation of Basic and Diluted EPS. See Note 2 for additional details. For the years ended December 31, 2017, 2016 and 2015 , 0.4 million , 0.7 million and 0.9 million weighted average performance-based restricted awards, respectively, were excluded from the calculation of Diluted EPS as the performance metric had yet to be achieved or their inclusion would have been anti-dilutive. Effect of the 2020 Convertible Notes and related transactions on Diluted EPS In periods when the Company reports income from continuing operations, the potential dilutive effect of additional shares of common stock that may be issued on conversion of the 2020 Convertible Notes are included in the calculation of Diluted EPS under the treasury stock method if the price of the Company’s common stock exceeds the conversion price. The 2020 Convertible Notes have no impact on Diluted EPS until the price of the Company's common stock exceeds the conversion price of $27.7569 per share because the principal of the 2020 Convertible Notes is required to be settled in cash. Based on the closing price of the Company's common stock of $15.60 per share on December 31, 2017 , the if-converted value of the 2020 Convertible Notes was less than the outstanding principal. Under the treasury stock method, the 2020 Convertible Notes would be dilutive if the Company’s common stock closes at or above $27.7569 per share. However, on conversion, no economic dilution is expected from the 2020 Convertible Notes as the exercise of call options purchased by the Company with respect to its common stock described in Note 9 is expected to eliminate any potential dilution from the 2020 Convertible Notes that would have otherwise occurred. The call options are always excluded from the calculation of Diluted EPS as they are anti-dilutive under the treasury stock method. The warrants sold by the Company with respect to its common stock in connection with the 2020 Convertible Notes described in Note 9 have an effect on Diluted EPS when the Company’s share price exceeds the warrant’s strike price of $38.5512 per share. As the price of the Company’s common stock increases above the warrant strike price, additional dilution would occur. Share Repurchase Program On February 14, 2017 , TiVo Corporation 's Board of Directors approved an increase to the share repurchase program authorization to $150.0 million . The February 2017 authorization includes amounts which were outstanding under previously authorized share repurchase programs. As of December 31, 2017 , the Company had $150.0 million of share repurchase authorization remaining. During the years ended December 31, 2017 and 2016 , no shares were repurchased under the share repurchase program. During the year ended December 31, 2015 , the Company repurchased 9.5 million shares of its common stock pursuant to the authorized repurchase plan for $150.2 million . The Company accounts for treasury stock using the cost method. In connection with the TiVo Acquisition , all shares repurchased by the Company prior to, and including, September 7, 2016 were retired. The Company issues restricted awards as part of the equity incentive plans described in Note 12 . For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not considered common stock repurchases under the Company's authorized share repurchase plan. During the years ended December 31, 2017, 2016 and 2015 , the Company withheld 0.8 million , 0.7 million and 15.0 thousand shares of common stock to satisfy $15.1 million , $14.1 million and $0.1 million of required withholding taxes, respectively. Dividends For the year ended December 31, 2017 , the Company declared and paid aggregate dividends of $0.72 per share, for an aggregate cash payment of $87.1 million . No dividend payments were made in the years ended December 31, 2016 and 2015 . Section 382 Transfer Restrictions On September 7, 2016 , upon the effective time of the TiVo Acquisition , the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions intended to preserve tax benefits related to the net operating loss carryforwards (“NOLs”) of the Company pursuant to Section 382 of Internal Revenue Code of 1986, as amended (the “Code”), that apply to transfers made by 5% stockholders, transferees related to a 5% stockholder, transferees acting in coordination with a 5% stockholder, or transfers that would result in a stockholder becoming a 5% stockholder. If the Company experiences an “ownership change,” as defined in Section 382 of the Code, its ability to fully utilize the NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits. These transfer restrictions are intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 5% or more of the Company's outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Company's Board of Directors. Such transfer restrictions will expire on the earlier of (i) the repeal of Section 382 or any successor statute if the Company’s Board of Directors determines that such restrictions are no longer necessary or desirable for the preservation of certain tax benefits, (ii) the beginning of a taxable year to which the Company’s Board of Directors determines that no tax benefits may be carried forward or (iii) the end of the day on September 7, 2019, three years from the effective time of the TiVo Acquisition when the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions. The Company conducted a stockholder advisory vote with respect to the maintenance of such transfer restrictions in its certificate of incorporation at its 2017 Annual Meeting of Stockholders and the stockholders approved of such transfer restrictions. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation | Equity-based Compensation Restricted Awards and Stock Options The Company grants equity-based compensation awards from the Rovi 2008 Equity Incentive Plan (the “Rovi 2008 Plan”). The Rovi 2008 Plan permits the grant of restricted stock, restricted stock units, stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of the grant as holders are entitled to voting rights. Awards of restricted stock and restricted stock units (collectively, "restricted awards") are generally subject to a four year graded vesting period. Stock options generally have vesting periods of four years with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options generally have a contractual term of seven years. As of December 31, 2017 , the Company had 30.0 million shares of common stock reserved and 11.5 million shares of common stock available for issuance under the Rovi 2008 Plan. On September 7, 2016 , the Company assumed the TiVo Inc. Amended and Restated 2008 Equity Incentive Award Plan (the “TiVo 2008 Plan”). The Company amended and restated the TiVo 2008 Plan effective as of the closing of the TiVo Acquisition to be the TiVo Corporation Titan Equity Incentive Award Plan for purposes of awards granted following the closing of the TiVo Acquisition . The TiVo 2008 Plan permits the grant of restricted stock, restricted stock units, stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of the grant as holders are entitled to voting rights. Restricted awards assumed from the TiVo 2008 Plan are generally subject to a three year vesting period, with semiannual vesting. Restricted awards issued by the Company from the TiVo 2008 Plan are generally subject to a four year graded vesting period. Stock options assumed from the TiVo 2008 Plan generally have a four year vesting period with one quarter of the grant vesting on the first anniversary of the grant followed by monthly vesting thereafter. Stock options assumed from TiVo 2008 Plan generally have a contractual term of seven years. As of December 31, 2017 , there were 3.9 million shares of common stock reserved and 1.8 million shares of common stock available for future grant under the TiVo 2008 Plan. The Company also grants performance-based restricted stock units to certain of its senior officers for three -year performance periods. Vesting in the performance-based restricted stock units may subject to either market conditions or performance conditions as well as a service condition. Depending on the level of achievement, the maximum number of shares that could be issued on vesting generally could be up to 200% of the target number of performance-based restricted stock units granted. For awards subject to a market vesting condition, the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition. For awards subject to a performance vesting condition, the fair value per award is fixed at the grant date; however, the amount of compensation expense is adjusted throughout the performance period based on the probability of achievement of the performance condition, with compensation expense based on the number of shares ultimately issued. In December 2017, all outstanding awards subject to performance vesting conditions were modified and the performance vesting condition was replaced with a market vesting condition. This modification did not have a material effect on the Consolidated Statements of Operations . Employee Stock Purchase Plan The Company’s 2008 Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six -month purchase periods within a twenty-four month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of the Company’s common stock at either the beginning of the offering period or the end of the purchase period. As of December 31, 2017 , the Company had 5.8 million shares of common stock reserved and 5.8 million shares available for issuance under the ESPP. Valuation Techniques and Assumptions The Company's restricted awards subject to service or performance conditions are not eligible for dividend protection. Prior to and including February 14, 2017, the fair value of restricted awards subject to service or performance conditions was estimated as the price of the Company's common stock at the close of trading on the date of grant. Subsequent to February 14, 2017, the fair value of restricted awards subject to service or performance conditions is estimated as the price of the Company's common stock at the close of trading on the date of grant, less the present value of dividends expected to be paid during the vesting period. A Monte Carlo simulation is used to estimate the fair value of restricted stock units subject to market conditions with expected volatility estimated using the historical volatility of the Company's common stock. The Company uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of stock options and ESPP shares. The Black-Scholes-Merton option-pricing formula uses complex and subjective inputs, such as the expected volatility of the Company's common stock over the expected term of the award and projected employee exercise behavior. Expected volatility for stock options and ESPP shares is estimated using a combination of historical volatility and implied volatility derived from publicly-traded options on the Company's common stock. The expected term of stock options and ESPP shares is estimated by calculating the average term from historical experience. The risk-free interest rate is the yield on U.S. Treasury zero-coupon bonds with remaining terms similar to the expected term of the stock options and ESPP shares at the grant date. For stock options and ESPP shares granted prior to and including February 14, 2017, the Company assumed an expected dividend yield of zero as it had not historically paid a dividend. For stock options and ESPP shares granted subsequent to February 14, 2017, the Company assumes a constant dividend yield commensurate with the dividend yield on the grant date. Weighted-average assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Year Ended December 31, 2017 2016 2015 Restricted stock units subject to market conditions: Expected volatility 50.1 % 53.5 % 45.1 % Expected term 3.0 years 4.1 years 4.0 years Risk-free interest rate 1.9 % 1.1 % 1.3 % Expected dividend yield 4.0 % 0.0 % 0.0 % ESPP shares: Expected volatility 42.0 % 55.6 % 53.0 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 1.1 % 0.6 % 0.4 % Expected dividend yield 2.4 % 0.0 % 0.0 % Stock options: Expected volatility N/A 55.9 % 41.0 % Expected term N/A 3.0 years 3.0 years Risk-free interest rate N/A 1.0 % 1.0 % Expected dividend yield N/A 0.0 % 0.0 % The number of awards expected to vest during the requisite service period is estimated at the time of grant using historical data and equity-based compensation is only recognized for awards for which the requisite service is expected to be rendered. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recognized as a cumulative effect adjustment in the period estimates are revised. The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2017 2016 2015 Restricted awards $ 15.18 $ 22.07 $ 21.05 ESPP shares $ 5.70 $ 7.30 $ 5.33 Stock options N/A $ 9.53 $ 9.03 Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 52,561 $ 47,670 $ 42,647 Pre-tax equity-based compensation, included in restructuring expense $ 2,663 $ 14,951 $ — Included in Pre-tax equity-based compensation, excluding amounts included in restructuring expense is $3.5 million of expense for the year ended December 31, 2016 related to the incremental fair value resulting from the replacement of TiVo Solutions equity-based awards with corresponding TiVo Corporation equity-based awards. As of December 31, 2017 , there was $73.7 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested equity-based awards which is expected to be recognized over a remaining weighted average period of 2.4 years . Equity-Based Compensation Award Activity Activity related to the Company's restricted awards for the year ended December 31, 2017 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,162 $ 21.80 Granted 3,949 $ 15.18 Vested (2,581 ) $ 21.12 Forfeited (631 ) $ 19.70 Outstanding as of end of period 5,899 $ 17.78 As of December 31, 2017 , 5.3 million restricted stock units were unvested, which includes 1.2 million performance-based restricted stock units. As of December 31, 2017 , 0.6 million shares of restricted stock were unvested. The aggregate fair value of restricted awards vested during the years ended December 31, 2017, 2016 and 2015 was $48.6 million , $46.7 million and $25.1 million , respectively. Activity related to the Company's stock options for the year ended December 31, 2017 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding as of beginning of period 3,938 $ 28.21 Exercised (470 ) $ 14.58 Forfeited and expired (1,100 ) $ 36.32 Outstanding as of end of period 2,368 $ 27.16 2.5 years $ 46 Vested and expected to vest as of December 31, 2017 2,347 $ 27.19 2.4 years $ 46 Exercisable as of December 31, 2017 2,084 $ 27.61 2.2 years $ 45 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that option holders would have received had all option holders exercised their options at the end of the last trading day in the period. The aggregate intrinsic value is the difference between the closing price of the Company's common stock on the last trading day of the period and the exercise price of the option, multiplied by the number of in-the-money options. The aggregate intrinsic value of stock options exercised is the difference between the market price of the Company's common stock at the time of exercise and the exercise price of the stock option multiplied by the number of stock options exercised. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017, 2016 and 2015 was $2.1 million , $2.1 million and $0.4 million , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred Tax Assets and Liabilities Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2017 December 31, 2016 Deferred tax assets: Federal net operating losses $ 187,003 $ 331,365 Tax credit carryforwards 151,707 151,687 State net operating losses and credits 102,077 77,113 Accrued liabilities 22,771 37,163 Deferred revenue 22,699 26,256 Equity-based compensation 6,185 20,892 Capital and other losses 14,300 25,276 Other 10,541 15,876 Gross deferred tax assets 517,283 685,628 Valuation allowance (390,161 ) (428,778 ) Net deferred tax assets 127,122 256,850 Deferred tax liabilities: Intangible assets (175,731 ) (332,892 ) Gross deferred tax liabilities (175,731 ) (332,892 ) Net deferred tax liabilities $ (48,609 ) $ (76,042 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2017 December 31, 2016 Other long-term assets $ 1,747 $ 1,412 Deferred tax liabilities, net (50,356 ) (77,454 ) Net deferred tax liabilities $ (48,609 ) $ (76,042 ) As of December 31, 2017 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 1,036,183 2019 - 2035 State $ 1,184,488 2019 - 2035 Utilization of federal and state net operating losses and credit carryforwards may be subject to limitations to due future ownership changes. As of December 31, 2017 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 61,321 2018 - 2036 State research and development credits $ 61,735 Indefinite Foreign tax credits $ 105,100 2018 - 2024 Deferred Tax Asset Valuation Allowance During 2010, the Company entered into a closing agreement with the Internal Revenue Service through its Pre-Filing Agreement ("PFA") program confirming that the Company recognized an ordinary tax loss of $2.4 billion from the 2008 sale of its TV Guide Magazine business. In connection with the PFA closing agreement, the Company established a valuation allowance as a result of determining that it was more-likely-than-not that its deferred tax assets would not be realized. While the Company believes that its fundamental business model is robust, there has been no change to the Company's position that it is more-likely-than-not that this deferred tax asset will not be realized. The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ (428,778 ) $ (449,694 ) $ (409,559 ) Additions (66,578 ) (12,971 ) (57,902 ) Assumed in acquisition — (52,243 ) — Deductions resulting from business combination 195 86,130 — Deductions resulting from Tax Act of 2017 105,000 — — Other deductions, net — — 17,767 Balance at end of period $ (390,161 ) $ (428,778 ) $ (449,694 ) During the year ended December 31, 2016 , the Company recorded an income tax benefit of $86.1 million due to a change in the deferred tax asset valuation allowance resulting from the TiVo Acquisition . In connection with the TiVo Acquisition , a deferred tax liability was recorded for finite-lived intangible assets as described in Note 2 . These deferred tax liabilities are considered a source of future taxable income which allowed TiVo Corporation to reduce its pre-acquisition deferred tax asset valuation allowance. The change in the pre-acquisition deferred tax asset valuation allowance is a transaction recognized separate from the business combination and reduces income tax expense in the period of the business combination. Increases in the deferred tax valuation allowance for the year ended December 31, 2015 primarily related to decreases in liabilities for unrecognized tax benefits which were previously applied against U.S. federal and state deferred tax assets. Unrecognized Tax Benefits Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ 83,055 $ 60,346 $ 134,962 Increases: Assumed in acquisition 365 21,441 — Tax positions related to the current year 6,263 1,032 963 Tax positions related to prior years 2,091 3,651 1,385 Decreases: Tax positions related to prior years (2,232 ) (1,047 ) (2,874 ) Tax Act of 2017 (15,282 ) — — Audit settlements — (161 ) (69,816 ) Statute of limitations lapses (1,242 ) (2,072 ) (3,690 ) Foreign currency 62 (135 ) (584 ) Balance at end of period $ 73,080 $ 83,055 $ 60,346 The amount of unrecognized tax benefits that would affect the Company's effective tax rate, if recognized, was $3.9 million and $4.9 million as of December 31, 2017 and 2016 , respectively. The Company recorded a benefit of $0.1 million , $0.2 million and $1.0 million for interest and penalties related to unrecognized tax benefits for the years ended December 31, 2017, 2016 and 2015 , respectively. Accrued interest and penalties related to unrecognized tax benefits were $0.7 million and $0.8 million at December 31, 2017 and 2016 . In the normal course of business, the Company conducts business globally and, as a result, files U.S. federal, state and foreign income tax returns in various jurisdictions and therefore is subject to examination by taxing authorities throughout the world. With few exceptions, the Company is no longer subject to income tax examinations for years prior to 2010. During the year ended December 31, 2015 , the Company closed its audits with the California tax authorities through December 31, 2010. The closing of the California audits resulted in a reduction of unrecognized tax benefits, which was substantially offset by a change in the deferred tax asset valuation allowance. Based on the status of U.S. federal, state and foreign tax audits, the Company does not believe it is reasonably possible that a significant change in unrecognized tax benefits will occur in the next twelve months. The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign tax audits. The Company regularly assesses potential outcomes of these audits in order to determine the appropriateness of its tax provision. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable and there can be no assurance that the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Consolidated Financial Statements . Income tax (benefit) expense The components of (Loss) income from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 United States $ (55,846 ) $ (32,843 ) $ (2,456 ) Rest of the world 7,611 8,407 11,919 (Loss) income from continuing operations before income taxes $ (48,235 ) $ (24,436 ) $ 9,463 Income tax (benefit) expense consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 906 3,380 (1,998 ) Foreign 16,329 20,952 11,132 Total current income tax expense 17,235 24,332 9,134 Deferred: Federal (24,579 ) (83,059 ) 2,081 State (1,947 ) (2,875 ) 2,127 Foreign (988 ) (83 ) 413 Total deferred income tax benefit (expense) (27,514 ) (86,017 ) 4,621 Income tax (benefit) expense $ (10,279 ) $ (61,685 ) $ 13,755 For the years ended December 31, 2017, 2016 and 2015 , the Company utilized U.S. federal net operating loss carryforwards of $235.8 million , $65.1 million and $99.5 million , respectively. For the years ended December 31, 2017, 2016 and 2015 , the Company utilized state net operating loss carryforwards of $35.2 million , $13.5 million and $20.1 million , respectively. Income tax (benefit) expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to (Loss) income from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2017 2016 2015 Federal income tax $ (16,882 ) $ (8,553 ) $ 3,312 State income tax, net of federal benefit (397 ) 434 4,029 Foreign income tax rate differential (748 ) (1,713 ) (2,992 ) Foreign withholding tax 13,849 20,571 9,724 Repatriation of foreign income, deemed and actual 1,526 4,573 477 Change in unrecognized tax benefits (704 ) (1,203 ) (4,515 ) Change in valuation allowance 12,511 (81,614 ) 5,463 Equity-based compensation (976 ) 2,696 1,972 Tax settlements — 166 (3,437 ) Transaction-related costs 5,724 2,753 — Entity rationalization 2,369 — — Tax Act of 2017 (26,551 ) — — Other, net — 205 (278 ) Income tax (benefit) expense $ (10,279 ) $ (61,685 ) $ 13,755 Due to the fact that the Company has significant net operating loss carryforwards and has recorded a valuation allowance against a significant portion of its deferred tax assets, foreign withholding taxes are the primary driver of Income tax (benefit) expense . Luxembourg is the main contributor to the Company’s foreign income tax rate differential. For the years ended December 31, 2017, 2016 and 2015 , Luxembourg had gains. An audit settlement with the California tax authorities related to the Company's 2008 state tax return during the year ended December 31, 2015 resulted in an income tax benefit of $4.0 million . Tax Act of 2017 On December 22, 2017, the Tax Cuts and Jobs Act (the “ Tax Act of 2017 ”) was signed into law. The Tax Act of 2017 enacted comprehensive tax reform that made broad and complex changes to the U.S. federal income tax code which affect 2017, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years (the “Transition Tax”). The Tax Act of 2017 also establishes new tax laws which affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate income tax rate from 35% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries and a new provision designed to tax global intangible low-taxed income (“GILTI”), a limitation of the deductibility of interest expense, a limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks. The Company has not completed its accounting for the income tax effects of the Tax Act of 2017 . On December 22, 2017, the SEC Staff issued guidance to address the application of U.S. GAAP in situations when a registrant does not have the necessary information to complete the accounting for certain income tax effects of the Tax Act of 2017 . Where the Company has been able to make reasonable estimates of the effect for which its analysis is not yet complete, the Company has recorded provisional amounts. Where the Company has not been able to make reasonable estimates of the effect the Tax Act of 2017 , no amounts have been recognized and the Company has continued accounting for those items based on the tax laws in effect immediately prior to the enactment of the Tax Act of 2017 . The Company was able to make reasonable estimates of certain effects and, therefore, has recorded provisional amounts as follows: • Revaluation of deferred tax assets and liabilities: The Tax Act of 2017 reduces the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. In addition, the Tax Act of 2017 makes certain changes to the depreciation rules and implements new limits on the deductibility of certain executive compensation. The Company has evaluated these changes and recognized a provisional decrease to its net deferred tax assets of $105.0 million with a corresponding decrease to the deferred tax asset valuation allowance. The Company also recognized a provisional decrease to its deferred tax liabilities associated with indefinite-lived intangible assets of $26.6 million with a corresponding tax benefit. The Company is still completing its calculation of the impact of these changes on its deferred tax balances. • Transition Tax on unrepatriated foreign earnings : The Transition Tax on unrepatriated foreign earnings is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of the Company’s foreign subsidiaries. Based on the amount of post-1986 E&P of the Company's foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, the Company estimates its Transition Tax to be $33.8 million , which is fully offset by net operating losses resulting in no estimated net Transition Tax expense. To complete its estimate of the Transition Tax, the Company must complete its calculation of E&P, complete its calculation of the effects on U.S. states whose laws conform with the Internal Revenue Code, determine whether to offset the Transition Tax with foreign tax credits, and make a final determination of historical non-U.S. income taxes paid and/or accrued. • Limits on executive compensation : The Tax Act of 2017 imposes new limits on the deductibility of executive stock-based compensation. To determine the effect of the new limits, the Company must determine whether compensation resulting from agreements executed before the effective date of the Tax Act of 2017 are grandfathered by the Tax Act of 2017 . The Company estimates the effect of the new limits was not material; however, the Company has not completed its analysis of state conformity with respect to these provisions of the Tax Act of 2017 , including any effect on the apportionment of taxable income among the states in which it conducts business. • Valuation allowance : The Company must assess whether its deferred tax asset valuation allowance is affected by various aspects of the Tax Act of 2017 (e.g., deemed repatriation of deferred foreign income, future GILTI inclusions, new categories of foreign tax credits). As the Company has recorded provisional amounts related to certain portions of the Tax Act of 2017 , any corresponding change in the deferred tax asset valuation allowance is also provisional. However, the Company was able to determine that the Tax Act of 2017 does not change its assertion that its U.S. federal deferred tax assets are not more likely than not to be realized, thus the Company has maintained its deferred tax asset valuation allowance for U.S. federal deferred tax assets. No provisional amounts were recorded for the following elements of the Tax Act of 2017 as the Company was not able to make reasonable estimates of their effects: • Global intangible low taxed income (“GILTI”) : The Tax Act of 2017 creates a new requirement that certain income (i.e., GILTI) earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. Due to the complexity of the GILTI rules, the Company continues to evaluate its accounting implications. Under U.S. GAAP, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in U.S. taxable income related to GILTI as a current-period expense when incurred or to factor such amounts into the Company’s measurement of its deferred taxes. The Company has not yet completed its analysis of the GILTI rules and has not made an accounting policy election with respect to the treatment of the GILTI tax. • Indefinite reinvestment assertion : Beginning in 2018, the Tax Act provides a 100% deduction for dividends received from 10-percent owned foreign corporations by U.S. corporate shareholders, subject to a one-year holding period. Although dividend income is now exempt from U.S. federal income tax, U.S. GAAP requires companies to account for the tax consequences of outside basis differences and other tax impacts of investments in non-U.S. subsidiaries. The Company accrued a liability for U.S. federal and certain state income taxes on its non-U.S. subsidiaries’ previously undistributed foreign earnings. While the Company has accrued the Transition Tax on the deemed repatriated earnings that were previously asserted to be indefinitely reinvested, additional outside basis differences likely exist, which could result in additional state income tax, foreign income tax and foreign withholding taxes if the amount equal to the outside basis difference were repatriated. Therefore, the Company was unable to determine a reasonable estimate of the remaining tax liability, if any, under the Tax Act of 2017 for its remaining outside basis differences or evaluate how the Tax Act of 2017 affects the Company’s existing accounting position to indefinitely reinvest unremitted foreign earnings. The provisional amounts are estimated based on information available as of December 31, 2017 . The items described above, including the provisional items, are subject to change as additional information becomes available, but no later than one year from enactment of the Tax Act of 2017 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable segments are identified based on the Company's organizational structure and information reviewed by the Company’s chief operating decision maker ("CODM") to evaluate performance and allocate resources. The Company's operations are organized into two reportable segments for financial reporting purposes: Product and Intellectual Property Licensing . The Product segment consists primarily of licensing Company-developed UX products and services to multi-channel video service providers and CE manufacturers, in-guide advertising revenue, data analytics revenue and revenue from licensing the TiVo service, licensing metadata and selling TiVo-enabled devices. The Product segment also includes sales of legacy Analog Content Protection, VCR Plus+ and media recognition products. The Intellectual Property Licensing segment consists primarily of licensing the Company's patent portfolio to U.S. and international pay-television providers (directly and through their suppliers), mobile device manufacturers, CE manufacturers and OTT video providers. During the fourth quarter of 2017, the Company reorganized the presentation of revenue within its Intellectual Property Licensing segment to US Pay TV Providers , Consumer Electronics Manufacturers and New Media, International Pay TV Providers and Other to better portray its growth strategy. Revenue from US Pay TV Providers includes direct and indirect licensing of traditional US Pay TV Providers regardless of the particular distribution technology (e.g., cable, satellite or the internet). Consumer Electronics Manufacturers revenue includes the licensing of our patents to traditional CE manufacturers. New Media, International Pay TV Providers and Other revenue includes licensing international pay TV providers, virtual service providers, mobile device manufacturers and content and new media companies. Revenue within the Intellectual Property Licensing segment for prior periods has been reclassified to conform to the current presentation. Segment results are derived from the Company's internal management reporting system. The accounting policies used to derive segment results are substantially the same as those used by the consolidated company. Intersegment revenues and expenses have been eliminated from segment financial information as transactions between reportable segments are excluded from the measure of segment profitability reviewed by the CODM. In addition, certain costs are not allocated to the segments as they are considered corporate costs. Corporate costs primarily include general and administrative costs such as corporate management, finance, legal and human resources. The CODM uses an Adjusted EBITDA (as defined below) measure to evaluate the performance of, and allocate resources to, the segments. Segment balance sheets are not used by the CODM to allocate resources or assess performance. Segment results were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Product Platform Solutions $ 334,004 $ 205,395 $ 137,814 Software and Services 84,964 83,811 84,956 Other 4,548 12,470 21,679 Revenues, net 423,516 301,676 244,449 Adjusted Operating Expenses (1) 377,107 251,529 195,364 Adjusted EBITDA (2) 46,409 50,147 49,085 Intellectual Property Licensing US Pay TV Providers 278,973 222,346 174,397 Consumer Electronics Manufacturers 51,219 46,145 51,871 New Media, International Pay TV Providers and Other 72,748 78,926 55,554 Revenues, net 402,940 347,417 281,822 Adjusted Operating Expenses (1) 97,059 79,820 60,926 Adjusted EBITDA (2) 305,881 267,597 220,896 Corporate Adjusted Operating Expenses (1) 62,148 56,673 54,681 Adjusted EBITDA (2) (62,148 ) (56,673 ) (54,681 ) Consolidated Total Revenues, net 826,456 649,093 526,271 Adjusted Operating Expenses (1) 536,314 388,022 310,971 Adjusted EBITDA (2) 290,142 261,071 215,300 Depreciation 22,144 18,698 17,410 Amortization of intangible assets 166,657 104,989 76,982 Restructuring and asset impairment charges 19,048 27,316 2,160 Equity-based compensation 52,561 47,670 42,647 Transaction, transition and integration costs 20,364 39,950 — Earnout amortization and settlement 3,833 2,467 — CEO transition cash costs 4,305 — — Remeasurement of contingent consideration (1,023 ) (1,614 ) (860 ) Gain on settlement of acquired receivable (2,537 ) — — Change in franchise tax reserve — 154 859 Contested proxy election costs — — 4,346 Operating income 4,790 21,441 71,756 Interest expense (42,756 ) (43,681 ) (46,826 ) Interest income and other, net 2,915 1,688 716 Income (loss) on interest rate swaps 1,859 (3,884 ) (13,368 ) TiVo Acquisition litigation (14,006 ) — — Loss on debt extinguishment (108 ) — (2,815 ) Loss on debt modification (929 ) — — (Loss) income from continuing operations before income taxes $ (48,235 ) $ (24,436 ) $ 9,463 (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable , Change in franchise tax reserve and Contested proxy election costs . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable , Change in franchise tax reserve and Contested proxy election costs . |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segments, Geographical Areas [Abstract] | |
Geographic Information | Geographic Information Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 616,883 $ 469,325 $ 345,260 Rest of the world 209,573 179,768 181,011 Total Revenues, net $ 826,456 $ 649,093 $ 526,271 Revenue by geography is predominately based on the end user's location. Other than the U.S., no country accounted for more than 10% of revenue for the years ended December 31, 2017, 2016 and 2015 . Property and equipment, net by geographic area was as follows (in thousands): December 31, 2017 December 31, 2016 United States $ 46,756 $ 45,908 Rest of the world 8,488 2,464 Property and equipment, net $ 55,244 $ 48,372 As of December 31, 2017 , India accounted for 13.0% of Property and equipment, net . Other than the U.S., no country accounted for more than 10% of Property and equipment, net as of December 31, 2016 . |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2017 Total Revenues, net $ 205,764 $ 208,558 $ 197,898 $ 214,236 Restructuring and asset impairment charges 4,539 9,374 3,710 1,425 Operating (loss) income from continuing operations (5,345 ) 8,743 (1,552 ) 2,944 Net (loss) income (34,661 ) (4,771 ) (16,963 ) 18,439 Basic (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing basic per share amounts 118,813 120,209 120,935 121,427 Diluted (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing diluted per share amounts 118,813 120,209 120,935 122,362 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 2016 Total Revenues, net $ 118,384 $ 125,245 $ 153,121 $ 252,343 Restructuring and asset impairment charges 2,333 — 22,311 2,672 Operating income (loss) from continuing operations 11,397 10,178 (20,035 ) 19,901 (Loss) income from continuing operations, net of tax (17,652 ) (9,408 ) 54,439 9,870 Loss from discontinued operations, net of tax — — (4,517 ) (71 ) Net (loss) income (17,652 ) (9,408 ) 49,922 9,799 Basic (loss) earnings per share: Continuing operations $ (0.22 ) $ (0.11 ) $ 0.60 $ 0.08 Discontinued operations — — (0.05 ) — Basic (loss) earnings per share $ (0.22 ) $ (0.11 ) $ 0.55 $ 0.08 Weighted average shares used in computing basic per share amounts 81,375 82,110 91,131 117,394 Diluted (loss) earnings per share: Continuing operations $ (0.22 ) $ (0.11 ) $ 0.59 $ 0.08 Discontinued operations — — (0.05 ) — Diluted (loss) earnings per share $ (0.22 ) $ (0.11 ) $ 0.54 $ 0.08 Weighted average shares used in computing diluted per share amounts 81,375 82,110 92,144 119,298 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Product Information [Line Items] | |
Description of Business | Description of Business On April 28, 2016 , Rovi Corporation (" Rovi ") and TiVo Inc. (renamed TiVo Solutions Inc. (" TiVo Solutions ")) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for Rovi to acquire TiVo Solutions in a cash and stock transaction (the " TiVo Acquisition "). Following consummation of the TiVo Acquisition on September 7, 2016 (the " TiVo Acquisition Date "), TiVo Corporation (the "Company"), a Delaware corporation founded in April 2016 as Titan Technologies Corporation and then a wholly-owned subsidiary of Rovi , owns both Rovi and TiVo Solutions . The common stocks of Rovi and TiVo Solutions were de-registered after completion of the TiVo Acquisition . The Company is a global leader in media and entertainment products that power consumer entertainment experiences and enable its customers to deepen and further monetize their audience relationships. The Company provides a broad set of intellectual property, cloud-based services and set-top box solutions that enable people to find and enjoy online video, television, movies and music entertainment, including content discovery through device embedded and cloud-based user experience ("UX"), including interactive program guides (“IPGs”), digital video recorders ("DVRs"), natural language voice and text search, cloud-based recommendations services and our extensive entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company's integrated platform includes software and cloud-based services that provide an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand ("VOD") and over-the-top ("OTT") content into one intuitive user interface with simple universal search, discovery, viewing and recording, to create a unified viewing experience. The Company distributes its products through service provider relationships, integrated into third-party devices and directly to retail consumers. The Company also offers data analytics solutions, including advertising and programming promotion optimizers, which enable advanced audience targeting in linear television advertising. Solutions are sold globally to cable, satellite, consumer electronics ("CE"), entertainment, media and online distribution companies, and, in the United States, we sell a suite of DVR and whole home media products and services directly to retail consumers. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . The accompanying Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Related Party Transaction | Related Party Transaction During the year ended December 31, 2015 , the Company reimbursed $1.5 million of costs incurred by Engaged Capital, LLC (“Engaged”) in connection with a contested proxy election. These expenses are included in Selling, general and administrative expenses on the Consolidated Statements of Operations . Engaged is a related party as Glenn W. Welling is a member of the Company’s Board of Directors and is also a Principal and the Chief Investment Officer at Engaged. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. |
Business Combinations | Business Combinations The results of operations of acquired businesses are included in the Consolidated Statements of Operations prospectively from the date of acquisition. The fair value of purchase consideration is allocated to the assets acquired, liabilities assumed and non-controlling interests in the acquired entity generally based on their fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include synergies between the acquired business and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. When provisional amounts are recorded for a business combination, adjustments to the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date that would have affected the measurement of the amounts recognized at the acquisition date are recognized. Adjustments to the provisional amounts identified during the measurement period, which is a period not to exceed one year from the acquisition date, are reported in the period the adjustment is identified by means of an adjustment to goodwill, with the effect on earnings measured as if the provisional amounts had been completed at the acquisition date. Adjustments to amounts recognized in a business combination that occur after the end of the measurement period are recognized in current period operations. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date. |
Foreign Currency Translation | Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $1.7 million and $6.2 million as of December 31, 2017 and 2016 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets . |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments Highly liquid investments with original maturities at the date of acquisition of three months or less are considered 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. As of December 31, 2017 and 2016 , Cash and cash equivalents includes payments due from banks for these transactions of $1.1 million and $1.1 million , respectively. |
Marketable Securities | Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets . Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations . Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations . Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets . The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive income (loss), net of tax in the Consolidated Statements of Comprehensive Income (Loss). Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method of accounting, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations . Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations . |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. |
Inventory | Inventory Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost and net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the cost of inventory to the lower of cost and net realizable value are made, if required, for estimated excess or obsolescence, which includes a review of, among other factors, demand requirements and market conditions. |
Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets | Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether we intend to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. |
Software Development Costs | Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally five years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over fair value of the net assets of an acquired business. Goodwill and indefinite-lived intangible assets are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. The fair value of the Product reporting unit is estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit is estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flow and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. The fair value of indefinite-lived intangible assets is estimated using an income approach. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. |
Deferred Revenue | Deferred Revenue Deferred revenue represents amounts received from customers for which the revenue recognition criteria have not been satisfied. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax (benefit) expense includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when each of the following criteria have been satisfied: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or the service has been rendered; (iii) the fee is fixed or determinable; and (iv) collection is reasonably assured. Where one or more of the criteria has not been satisfied, revenue recognition is deferred until the applicable criteria is satisfied. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. The Company allocates the transaction consideration to the various elements in the arrangement based on their relative selling price using vendor specific objective evidence ("VSOE") of selling price, if it exists. When VSOE of selling price does not exist, third-party evidence ("TPE") is used to allocate the transaction consideration to the various elements in the arrangement. If neither VSOE nor TPE exist, the Company uses its best estimate of selling price ("BESP") to allocate the transaction consideration to the various elements in the arrangement. The allocation of transaction consideration among deliverables in an arrangement may impact the amount and timing of revenue recognized in the Consolidated Statements of Operations during a given period. The Company accounts for cash consideration (such as sales incentives) given to its customers or resellers as a reduction of revenue, rather than as an operating expense unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value of the benefit. CE and Service Provider Licensing The Company licenses its proprietary IPG and Analog Content Protection ("ACP") technologies to CE manufacturers, integrated circuit makers, service providers and others. The Company generally recognizes revenue on a per-unit shipped model for licenses with CE manufacturers and a per-subscriber model for licenses with service providers. The recognition of revenue from per-unit license fees is based on units reported shipped by the CE manufacturer, which are typically reported to the Company in the quarter immediately following that of actual shipment. In addition, the Company's significant experience and established relationships with certain CE manufacturers enables us to reasonably estimate current period unit shipments for purposes of recognizing revenue. Accordingly, revenue from these customers is recognized in the period the CE manufacturer is estimated to have shipped the units, and revenue adjustments are recorded when the CE manufacturer reports actual shipments to the Company. Revenues from per-subscriber license fees are recognized in the period the services are provided by a licensee, as reported to the Company by the licensee. Revenues from annual or other license fees are recognized based on the specific terms of the license. For instance, certain CE IPG licensees have entered into agreements for which they have the right to ship an unlimited number of units over a specified term for a flat fee. The Company recognizes revenue from these arrangements on a straight-line basis over the specified term. At times, the Company enters into license agreements in which we release a licensee from past patent infringement claims and grant a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company generally uses BESP to allocate the transaction consideration between the release for past patent infringement claims and the future license. In determining BESP of the release for past patent infringement claims and the future license, the Company considers such factors as the number of units shipped in the past and in what territories these units where shipped, the number of units expected to be shipped in the future and in what territories these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in these territories. As the criteria for the recognition of a contingent gain from the release from past patent infringement claims is generally satisfied on the execution of the agreement, the amount of transaction consideration allocated to the release from past patent infringement claims is generally recognized as revenue in the period the agreement is executed and the amount of transaction consideration allocated to the future license is recognized ratably over the future license term. In addition, the Company has entered into agreements in which a licensee pays the Company a one-time fee for a perpetual license to its ACP technology. Provided that collectibility is reasonably assured, the Company records the one-time fee as revenue when the agreement is executed as the Company has no significant continuing obligations and the amounts are fixed or determinable. Arrangements with Multiple System Operators ("MSOs") The Company's arrangements with MSOs typically include customized software and implementation services, associated maintenance and support, limited training, TiVo-enabled digital video recorders ("DVRs"), non-DVR set-top boxes ("STBs"), and the TiVo service. The Company has two types of arrangements with MSOs that include technology deployment and engineering services; hosted and not hosted. In instances where TiVo hosts the TiVo service, non-refundable payments received for customization and set up services are deferred and recognized as revenue over the longer of the contractual term or customer relationship period as the deployment and engineering services do not have standalone value. The cost of deployment and engineering services is capitalized to the extent they are deemed recoverable and are subsequently amortized to cost of revenues over the same period as the related revenue. The Company has established VSOE of selling prices for training, DVRs, STBs and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreements. The BESP for TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and total gross margin objectives. Transaction consideration 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 pursuant to the software revenue recognition guidance. Under the software revenue recognition guidance, such arrangements are accounted for using the percentage-of-completion method or the completed-contract method. The percentage-of-completion method is used if reasonably dependable estimates of the extent of progress toward completion can be made 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 to date to total estimated costs of the project (an input method). Project costs are primarily labor and overhead related to the specific activities required for the project. Costs related to general infrastructure or uncommitted platform development are not included in the project cost estimates. When reasonably assured that development costs are recoverable through future revenues, the Company defers recognition of the costs until the future revenues are recognized. The recoverability assessment depends on estimating engineering costs related to the project. For these projects, we are able to make reasonably dependable cost estimates based on historical experience and various other assumptions believed to be reasonable under the circumstances. These estimates include forecasting costs and schedules, tracking progress and costs incurred to date and projecting the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement, and revisions to estimates are recognized on a cumulative catch-up basis when the changed conditions become known. Revisions to estimates during the year ended December 31, 2017 were not material. Using different cost estimates, or different methods of measuring progress toward completion may produce materially different results, including potentially a conclusion that development costs may not be recoverable. In some cases, it may not be possible to separate the various elements within the software arrangement due to a lack of VSOE of selling prices for undelivered elements, a lack of reasonably dependable estimates of total costs or development costs exceed development revenues but there is reasonable assurance that no loss will be incurred under the arrangement. Accordingly, the Company applies the following: • Where no VSOE exists for undelivered elements, revenue is recognized equal to the costs recognized up to the amount billable to the customer until VSOE for the undelivered elements is established or all of the elements have been delivered. • Where there is a lack of reasonably dependable estimates, revenue is recognized equal to the costs recognized up to the amount billable to the customer until the estimation uncertainty is resolved, after which the percentage of completion method is applied. • If the Company is not reasonably assured the arrangement will be profitable, the Company accounts for the arrangement under the completed contract method, which results in a deferral of all revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred on the arrangement. 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, provided that the Company is reasonably assured that the arrangement will be profitable and development costs exceed billable development revenues, revenue is recognized equal to the costs recognized until the engineering services are complete. Development costs incurred in excess of revenues recognized are deferred up to the amount deemed recoverable. Thereafter, service revenue is recognized, and an equal amount of deferred development costs are recognized until all deferred development costs are recovered. Once all deferred development costs are recovered, any remaining service revenue is recognized ratably over the remaining service period. As of December 31, 2017 and 2016 , the Consolidated Balance Sheets include deferred development costs of $13.6 million and $6.2 million , respectively. Patent Sales During 2016, the Company expanded its business strategy of monetizing its intellectual property to include the sale of select patent assets. As patent sales executed under this strategy represent a component of the Company's ongoing major or central operations and activities of monetizing intellectual property, the Company began recognizing patent sales as revenue in 2016. Revenue for the year ended December 31, 2016 includes $1.0 million related to patent sales. No revenue was recognized for the years ended December 31, 2017 and 2015 related to patent sales. Metadata Licensing The Company licenses metadata to service providers, CE manufacturers and online portals among others. The Company generally receives a monthly or quarterly fee from our licensees for the right to use the metadata, receive regular updates to the metadata and integrate the metadata into their own service. The Company recognizes metadata revenue ratably over the license term. Advertising Revenue The Company generates advertising revenue through our UX. Advertising revenue is recognized when the related advertisement is provided. Advertising revenue is recorded net of agency commissions and revenue shares with service providers and CE manufacturers. TiVo-enabled DVRs and TiVo Service The Company sells TiVo-enabled DVRs and the related service directly to customers through bundled sales programs via the TiVo website. Under these bundled programs, the customer receives a DVR and commits to either a minimum subscription period of one year or for the lifetime of the DVR. After the initial minimum subscription period, customers have various pricing options at which they can renew their subscription. Customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. The Company establishes allowances for expected subscription cancellations based on historical experience. VSOE of selling price for the subscription services is established based on standalone sales of the service and varies by the length of the service period. The Company is not able to obtain VSOE for the DVR due to infrequent sales of standalone DVRs to customers. The BESP of the DVR is determined based on the price for which the Company would sell the DVR without any service commitment from the customer. Revenue allocated to the DVR is recognized on delivery, up to an amount not contingent on future service, and revenue allocated to the service is recognized ratably over the service period. Subscription revenues from product lifetime subscriptions are recognized ratably over the estimated useful life of the DVR associated with the subscription. The estimated useful lives depend on assumptions with regard to future churn rates for product lifetime subscriptions. The Company monitors the estimated useful life of a DVR and the impact of differences between actual churn rates and forecasted churn rates. If actual results are not consistent with the Company's current assumptions, the Company may revise the estimated useful life of the DVRs, which could result in the recognition of revenue over a longer or shorter period. The Company recognizes product lifetime subscription revenues over an estimated product life of 66 months. Hardware Revenues Hardware revenues are derived from standalone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Customers have the right to return their product within 30 days of the purchase. The Company establishes allowances for expected product returns as a direct reduction of revenue. Certain payments to retailers and distributors, such as market development funds and revenue shares, are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. For market development funds, revenue is reduced 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. For revenue share programs, revenue is reduced when a liability for the revenue share payments has been incurred and the amount of the liability is fixed or determinable. |
Taxes Collected from Customers | Taxes Collected from Customers The Company reports revenue net of taxes collected from customers and remitted to governmental authorities. |
Shipping and Handling | Shipping and Handling Shipping and handling costs are included in Cost of hardware revenues, excluding depreciation and amortization of intangible assets . |
Warranty | Warranty The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty accrual is estimated based on the total volume of units sold, the term of the warranty period, the expected rate of warranty returns and the estimated cost to replace or repair the defective unit. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Restructuring | Restructuring Management-approved restructuring plans can include employee severance and benefit costs to terminate a specified number of employees, including the acceleration of vesting in equity-based compensation awards, infrastructure charges to vacate facilities and consolidate operations and contract cancellation costs. Restructuring charges are recorded based on estimated employee terminations, site closure and consolidation plans. Employee severance and benefit costs are accrued under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are presented within Selling, general and administrative expense in the Consolidated Statements of Operations . |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation costs are estimated based on the grant date fair value of the award. Equity-based compensation cost is recognized only for those awards expected to meet the service and performance vesting conditions, on a straight-line basis, over the requisite service period of the award. Equity-based compensation is estimated based on the aggregate grant for service-based awards and at the individual vesting tranche for awards with performance and/or market conditions. Forfeiture estimates are based on historical experience. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("FASB") simplified the goodwill impairment test by eliminating its second step. Pursuant to the simplified test, an entity performs its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company elected to early adopt the simplified test. Application of this guidance on January 1, 2017 did not have an effect on the Consolidated Financial Statements . In March 2016, the FASB simplified certain areas of accounting for stock-based compensation, including accounting for the income tax consequences of stock-based compensation, determining the classification of awards as either equity or liabilities, presenting certain items within the statement of cash flows and introducing an accounting policy election to account for forfeitures of nonvested awards as they occur. Application of this guidance on January 1, 2017 increased the Company's deferred tax assets and the related valuation allowance by $70.1 million , resulting in no material effect on the Consolidated Financial Statements . On adoption, the Company did not change its accounting policy of estimating forfeitures for nonvested awards subject to service conditions. In March 2016, the FASB clarified the assessment of whether contingent options that can accelerate the payment of principal on debt instruments requires bifurcation as an embedded derivative. The amendments require a contingent option embedded in a debt instrument to be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. Application of the clarified guidance on January 1, 2017 did not have an effect on the Consolidated Financial Statements . In July 2015, the FASB changed the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value for entities that do not use the last-in, first-out ("LIFO") or retail inventory method. The changes also eliminated the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory for entities that do not use the LIFO or retail inventory method. Application of the changed measurement principle for inventory on January 1, 2017 did not have an effect on the Consolidated Financial Statements . Standards Pending Adoption In March 2017, the FASB shortened the amortization period for certain investments in callable debt securities held at a premium to the earliest call date. Application of the shortened amortization period is effective for the Company in the first quarter of 2019 on a modified retrospective basis, with early application permitted. The Company does not expect application of the shortened amortization period to have a material effect on its Consolidated Financial Statements . In January 2017, the FASB clarified the definition of a business. The clarified guidance provides a more defined framework to use in determining when a set of assets and activities constitute a business. The clarified definition is effective for the Company in the first quarter of 2018 on a prospective basis, with early application permitted. The Company does not expect application of the clarified definition of a business to have a material effect on its Consolidated Financial Statements . In October 2016, the FASB amended its guidance on the tax effects of intra-entity transfers of assets other than inventory. The amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for the Company in the first quarter of 2018 and is required to be applied on a modified retrospective basis. Early application is permitted. The Company does not expect application of the amended guidance to have a material effect on its Consolidated Financial Statements . In August 2016, the FASB issued clarifying guidance on the presentation of eight specific cash flow issues for which previous guidance was either unclear or not specific. The clarified guidance is effective for the Company in the first quarter of 2018 and is required to be applied on a retrospective basis. Early application is permitted. The Company does not expect application of the clarified guidance to have a material effect on its Consolidated Financial Statements . In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectibility. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost basis of the financial instrument. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments for credit-related losses through an allowance and eliminating the length of time a security has been in an unrealized loss position as a consideration in the determination of whether a credit loss exists. The guidance is effective for the Company in the first quarter of 2020, and is effective using a modified retrospective approach for application of the current expected credit loss model to financial instruments and a prospective approach for credit losses on available-for-sale debt securities. Early application is permitted. The Company is evaluating the effect of application on its Consolidated Financial Statements . In March 2016, the FASB provided guidance on the derecognition of prepaid stored-value product liabilities, such as gift cards. The guidance is effective for the Company in the first quarter of 2018 and may be applied using a full retrospective or modified retrospective approach, with early adoption permitted. On adoption, the Company expects to record a cumulative effect adjustment, net of tax effects, of less than $3.0 million to reduce Accumulated deficit for prepaid stored-value product liabilities that meet the criteria for derecognition. In February 2016, the FASB issued a new accounting standard for leases. The new standard generally requires the recognition of financing and operating lease liabilities and corresponding right-of-use assets on the balance sheet. For financing leases, a lessee recognizes amortization of the right-of-use asset as an operating expense over the lease term separately from interest on the lease liability. For operating leases, a lessee recognizes its total lease expense as an operating expense over the lease term. The amendments are effective for the Company in the first quarter of 2019 using a modified retrospective approach, with early application permitted. The Company is evaluating the effect of application on its Consolidated Financial Statements and expects to recognize its existing operating lease commitments as operating lease liabilities and right-of-use assets. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The amendments address how revenue is recognized in order to improve comparability between the financial statements of companies applying U.S. GAAP and International Financial Reporting Standards. The core principle of the amended revenue standard is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the FASB amended its guidance related to the capitalization and amortization of the incremental costs of obtaining a contract with a customer. The amendments also require enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The Company expects to initially apply the amendments in the first quarter of 2018 using the modified retrospective transition approach. On adoption, the Company expects to record a cumulative effect adjustment, net of tax effects, of less than $15.0 million to reduce Accumulated deficit to apply the provisions of the amended revenue recognition standard. The cumulative effect adjustment arises from the following areas: • For accounting purposes, the Company expects to separate its long-term fixed-fee license agreements into two categories: (i) those agreements that provide rights, over the term of the license, to future technologies that are highly interdependent or highly interrelated to the technologies provided at the inception of the agreement and (ii) those agreements that do not provide for rights to such future technologies. Under current revenue recognition guidance, after the fair value allocation between the past and future components of these agreements, the Company recognizes the future components of revenue from fixed-fee license agreements on a straight-line basis over the term of the related license agreement. On adoption of the amended accounting standard for revenue recognition, the Company expects to continue to recognize revenue from long-term fixed-fee license agreements that provide rights, over the term of the license, to future technologies that are highly interdependent or highly interrelated to the technologies provided at the inception of the agreement as a single performance obligation on a straight-line basis over the term of the related license agreement. Except for one TiVo Solutions license agreement that was signed prior to the TiVo Acquisition Date , the Company's long-term fixed-fee license agreements are expected to be accounted for as single performance obligations. • The amended accounting standard for revenue recognition requires the recognition of revenue from per-unit royalty licenses in the period in which the licensee's sales are estimated to have occurred, which results in an adjustment to revenue when actual amounts are subsequently reported by certain CE manufacturers and third party IPG providers. In accordance with existing U.S. GAAP, the Company currently recognizes revenue from these licenses in the period the licensee reports its sales, which is generally in the quarter after the underlying sales by the licensee occurred. • The Company sells TiVo-enabled DVRs and the related service directly to customers through bundled sales programs via the TiVo website. The Company currently allocates the transaction price for these sales between the DVR and the TiVo service based on their relative fair values. In accordance with existing U.S. GAAP, revenue allocated to the DVR is recognized on delivery, up to an amount not contingent on future service delivery, and revenue allocated to the service is recognized ratably over the service period. The amended accounting standard for revenue recognition eliminates the limitation on recognizing the revenue allocated to the DVR to the amount not contingent on future service delivery. As a result, following adoption, the Company expects to recognize the full amount of revenue allocated to the DVR at the time of delivery. • The amended accounting standard for revenue recognition eliminates the concept of vendor-specific objective evidence ("VSOE") of fair value. Under current industry-specific software revenue recognition guidance, when the Company concluded it did not have VSOE of fair value for the undelivered elements of an arrangement, revenue for the undelivered elements was deferred. The amended accounting standard for revenue recognition requires an evaluation of whether the undelivered elements are distinct performance obligations and, therefore, should each be recognized separately when delivered. • The amended accounting standard for revenue recognition includes specific guidance for contract modifications. Based on the nature of the modification, the accounting may be updated with a cumulative adjustment to revenue on the execution of the modification or updated prospectively as a result of the modification. For certain contract modifications, the accounting treatment is expected to differ under the amended accounting standard for revenue recognition from the accounting treatment in accordance with existing U.S GAAP. • Some deferred revenue recognized in accordance with existing U.S. GAAP is expected to be eliminated as part of the effect of adoption. The elimination of deferred revenue on adoption is primarily related to TiVo Solutions ' long-term fixed-fee intellectual property license where the performance obligation is satisfied at inception of the license and the other items described above. • In accordance with existing U.S. GAAP, the Company's cost deferrals related to obtaining a contract have been minimal; however, under the amended cost capitalization requirements, the deferral of incremental costs to obtain a contract with a customer are expected to be more significant. Any incremental costs to obtain a contract with a customer that are capitalized would be amortized over a period of time commensurate with the period of benefit, which may exceed the contract term, and would be subject to periodic impairment reviews. |
Fair Value Hierarchy | Fair Value Hierarchy The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs. • Level 3. Unobservable inputs for the asset or liability. |
Ce And Service Provider Licensing [Member] | |
Product Information [Line Items] | |
Revenue Recognition | CE and Service Provider Licensing The Company licenses its proprietary IPG and Analog Content Protection ("ACP") technologies to CE manufacturers, integrated circuit makers, service providers and others. The Company generally recognizes revenue on a per-unit shipped model for licenses with CE manufacturers and a per-subscriber model for licenses with service providers. The recognition of revenue from per-unit license fees is based on units reported shipped by the CE manufacturer, which are typically reported to the Company in the quarter immediately following that of actual shipment. In addition, the Company's significant experience and established relationships with certain CE manufacturers enables us to reasonably estimate current period unit shipments for purposes of recognizing revenue. Accordingly, revenue from these customers is recognized in the period the CE manufacturer is estimated to have shipped the units, and revenue adjustments are recorded when the CE manufacturer reports actual shipments to the Company. Revenues from per-subscriber license fees are recognized in the period the services are provided by a licensee, as reported to the Company by the licensee. Revenues from annual or other license fees are recognized based on the specific terms of the license. For instance, certain CE IPG licensees have entered into agreements for which they have the right to ship an unlimited number of units over a specified term for a flat fee. The Company recognizes revenue from these arrangements on a straight-line basis over the specified term. At times, the Company enters into license agreements in which we release a licensee from past patent infringement claims and grant a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company generally uses BESP to allocate the transaction consideration between the release for past patent infringement claims and the future license. In determining BESP of the release for past patent infringement claims and the future license, the Company considers such factors as the number of units shipped in the past and in what territories these units where shipped, the number of units expected to be shipped in the future and in what territories these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in these territories. As the criteria for the recognition of a contingent gain from the release from past patent infringement claims is generally satisfied on the execution of the agreement, the amount of transaction consideration allocated to the release from past patent infringement claims is generally recognized as revenue in the period the agreement is executed and the amount of transaction consideration allocated to the future license is recognized ratably over the future license term. In addition, the Company has entered into agreements in which a licensee pays the Company a one-time fee for a perpetual license to its ACP technology. Provided that collectibility is reasonably assured, the Company records the one-time fee as revenue when the agreement is executed as the Company has no significant continuing obligations and the amounts are fixed or determinable. Arrangements with Multiple System Operators ("MSOs") The Company's arrangements with MSOs typically include customized software and implementation services, associated maintenance and support, limited training, TiVo-enabled digital video recorders ("DVRs"), non-DVR set-top boxes ("STBs"), and the TiVo service. The Company has two types of arrangements with MSOs that include technology deployment and engineering services; hosted and not hosted. In instances where TiVo hosts the TiVo service, non-refundable payments received for customization and set up services are deferred and recognized as revenue over the longer of the contractual term or customer relationship period as the deployment and engineering services do not have standalone value. The cost of deployment and engineering services is capitalized to the extent they are deemed recoverable and are subsequently amortized to cost of revenues over the same period as the related revenue. The Company has established VSOE of selling prices for training, DVRs, STBs and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreements. The BESP for TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and total gross margin objectives. Transaction consideration 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 pursuant to the software revenue recognition guidance. Under the software revenue recognition guidance, such arrangements are accounted for using the percentage-of-completion method or the completed-contract method. The percentage-of-completion method is used if reasonably dependable estimates of the extent of progress toward completion can be made 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 to date to total estimated costs of the project (an input method). Project costs are primarily labor and overhead related to the specific activities required for the project. Costs related to general infrastructure or uncommitted platform development are not included in the project cost estimates. When reasonably assured that development costs are recoverable through future revenues, the Company defers recognition of the costs until the future revenues are recognized. The recoverability assessment depends on estimating engineering costs related to the project. For these projects, we are able to make reasonably dependable cost estimates based on historical experience and various other assumptions believed to be reasonable under the circumstances. These estimates include forecasting costs and schedules, tracking progress and costs incurred to date and projecting the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement, and revisions to estimates are recognized on a cumulative catch-up basis when the changed conditions become known. Revisions to estimates during the year ended December 31, 2017 were not material. Using different cost estimates, or different methods of measuring progress toward completion may produce materially different results, including potentially a conclusion that development costs may not be recoverable. In some cases, it may not be possible to separate the various elements within the software arrangement due to a lack of VSOE of selling prices for undelivered elements, a lack of reasonably dependable estimates of total costs or development costs exceed development revenues but there is reasonable assurance that no loss will be incurred under the arrangement. Accordingly, the Company applies the following: • Where no VSOE exists for undelivered elements, revenue is recognized equal to the costs recognized up to the amount billable to the customer until VSOE for the undelivered elements is established or all of the elements have been delivered. • Where there is a lack of reasonably dependable estimates, revenue is recognized equal to the costs recognized up to the amount billable to the customer until the estimation uncertainty is resolved, after which the percentage of completion method is applied. • If the Company is not reasonably assured the arrangement will be profitable, the Company accounts for the arrangement under the completed contract method, which results in a deferral of all revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred on the arrangement. 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, provided that the Company is reasonably assured that the arrangement will be profitable and development costs exceed billable development revenues, revenue is recognized equal to the costs recognized until the engineering services are complete. Development costs incurred in excess of revenues recognized are deferred up to the amount deemed recoverable. Thereafter, service revenue is recognized, and an equal amount of deferred development costs are recognized until all deferred development costs are recovered. Once all deferred development costs are recovered, any remaining service revenue is recognized ratably over the remaining service period. As of December 31, 2017 and 2016 , the Consolidated Balance Sheets include deferred development costs of $13.6 million and $6.2 million , respectively. |
Metadata Licensing [Member] | |
Product Information [Line Items] | |
Revenue Recognition | Metadata Licensing The Company licenses metadata to service providers, CE manufacturers and online portals among others. The Company generally receives a monthly or quarterly fee from our licensees for the right to use the metadata, receive regular updates to the metadata and integrate the metadata into their own service. The Company recognizes metadata revenue ratably over the license term. |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Customers and Concentration of Customers | Customers representing 10% or more of Total Revenues, net were as follows: Year Ended December 31, 2017 2016 2015 AT&T Inc. ("AT&T") 14 % 12 % 16 % Samsung Electronics Co. LTD ("Samsung") (1 ) 10 % (1 )% (1) Customer represented less than 10% of Total Revenues, net . Customers representing 10% or more of Accounts receivable, net were as follows. December 31, 2017 December 31, 2016 AT&T 28 % 15 % Virgin Media Inc. (1) 13 % (1) Customer represented less than 10% of Accounts receivable, net |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The aggregate merger consideration was (in thousands): Aggregate cash consideration $ 269,990 Aggregate fair value of TiVo Corporation shares issued 758,115 Accrual for merger consideration 78,981 Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration 22,640 Total merger consideration $ 1,129,726 The following table summarizes the purchase price allocation, including measurement period adjustments recognized subsequent to the initial purchase price allocation through the end of the measurement period (in thousands): Preliminary Purchase Price Allocation 2016 Measurement Period Adjustments December 31, 2016 2017 Measurement Period Adjustments Final Purchase Price Allocation Cash, cash equivalents and marketable securities $ 503,408 $ — $ 503,408 $ — $ 503,408 Accounts receivable 48,766 (169 ) 48,597 — 48,597 Inventory 15,003 — 15,003 — 15,003 Prepaid expenses and other current assets and other long-term assets 25,976 (67 ) 25,909 2 25,911 Property and equipment 10,370 (626 ) 9,744 — 9,744 Intangible assets: Developed technology and patents 154,000 — 154,000 — 154,000 Existing contracts and customer relationships 355,000 — 355,000 — 355,000 Trademarks / Tradenames 14,000 — 14,000 — 14,000 Goodwill 464,111 4,219 468,330 932 469,262 Accounts payable and accrued expenses and other long-term liabilities (74,736 ) 1,280 (73,456 ) (1,175 ) (74,631 ) Deferred revenue (63,428 ) (76 ) (63,504 ) — (63,504 ) Current portion of long-term debt (230,000 ) — (230,000 ) — (230,000 ) Deferred tax liabilities, net (92,744 ) (4,561 ) (97,305 ) 241 (97,064 ) Total merger consideration $ 1,129,726 $ — $ 1,129,726 $ — $ 1,129,726 |
Pro Forma Information | The following unaudited pro forma financial information (in thousands, except per share amounts) has been adjusted to give effect to the TiVo Acquisition as if it were consummated on January 1, 2015. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2015 and should not be taken as representative of future results of operations of the combined company. Year Ended December 31, 2016 2015 Total Revenues, net $ 876,705 $ 903,962 Net loss $ (103,050 ) $ (133,457 ) Basic loss per share $ (0.89 ) $ (1.13 ) Diluted loss per share $ (0.89 ) $ (1.13 ) |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net (in thousands): December 31, 2017 December 31, 2016 Accounts receivable, gross $ 183,343 $ 149,105 Less: Allowance for doubtful accounts (2,575 ) (1,963 ) Accounts receivable, net $ 180,768 $ 147,142 |
Schedule of allowance For doubtful accounts | Allowance for doubtful accounts (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ (1,963 ) $ (1,607 ) $ (1,135 ) Provision for bad debt 1,726 (226 ) (600 ) Deductions, net (2,338 ) (130 ) 128 Balance at end of period $ (2,575 ) $ (1,963 ) $ (1,607 ) |
Schedule of Inventory | Inventory (in thousands): December 31, 2017 December 31, 2016 Raw materials $ 1,846 $ 1,595 Finished goods 9,735 11,591 Inventory $ 11,581 $ 13,186 |
Property and Equipment, Net | Property and equipment, net (in thousands): December 31, 2017 December 31, 2016 Computer software and equipment $ 160,450 $ 136,776 Leasehold improvements 34,629 26,201 Furniture and fixtures 9,137 6,627 Property and equipment, gross 204,216 169,604 Less: Accumulated depreciation and amortization (148,972 ) (121,232 ) Property and equipment, net $ 55,244 $ 48,372 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses (in thousands): December 31, 2017 December 31, 2016 Accounts payable $ 10,517 $ 29,218 Accrued compensation and benefits 47,886 54,571 Accrual for merger consideration — 78,981 Other accrued liabilities 77,449 63,681 Accounts payable and accrued expenses $ 135,852 $ 226,451 |
Interest income and other, net | Interest income and other, net (in thousands): Year Ended December 31, 2017 2016 2015 Interest income $ 3,122 $ 2,326 $ 1,462 Foreign currency loss (1,574 ) (72 ) (379 ) Equity method (loss) income (451 ) (454 ) (464 ) Other income (expense), net 1,818 (112 ) 97 Interest income and other, net $ 2,915 $ 1,688 $ 716 |
Supplemental Cash Flow Information | Supplemental cash flow information (in thousands): Year Ended December 31, 2017 2016 2015 Cash paid during the period for: Income taxes, net of refunds $ 17,660 $ 27,468 $ 14,335 Interest $ 26,567 $ 30,281 $ 33,797 Significant noncash transactions Fair value of shares issued in connection with TiVo Acquisition $ 536 $ 758,115 $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Available-For-Sale And Other Investment Securities | The amortized cost and fair value of cash, cash equivalents and marketable securities by significant investment category were as follows (in thousands): December 31, 2017 Amortized Cost Unrealized Unrealized Fair Value Cash $ 38,996 $ — $ — $ 38,996 Cash equivalents - Money market funds 89,969 — — 89,969 Cash and cash equivalents $ 128,965 $ — $ — $ 128,965 Auction rate securities $ 10,800 $ — $ (216 ) $ 10,584 Corporate debt securities 102,794 — (397 ) 102,397 Foreign government obligations 2,249 — (4 ) 2,245 U.S. Treasuries / Agencies 108,781 — (430 ) 108,351 Marketable securities $ 224,624 $ — $ (1,047 ) $ 223,577 Cash, cash equivalents and marketable securities $ 352,542 December 31, 2016 Amortized Cost Unrealized Unrealized Fair Value Cash $ 50,969 $ — $ — $ 50,969 Cash equivalents - Money market funds 141,658 — — 141,658 Cash and cash equivalents $ 192,627 $ — $ — $ 192,627 Auction rate securities $ 10,800 $ — $ (432 ) $ 10,368 Corporate debt securities 106,128 8 (215 ) 105,921 Foreign government obligations 2,246 — (8 ) 2,238 U.S. Treasuries / Agencies 127,734 14 (262 ) 127,486 Marketable securities $ 246,908 $ 22 $ (917 ) $ 246,013 Cash, cash equivalents and marketable securities $ 438,640 |
Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities | The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows (in thousands): December 31, 2017 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,584 $ (216 ) $ 10,584 $ (216 ) Corporate debt securities 75,922 (362 ) 18,484 (35 ) 94,406 (397 ) Foreign government obligations — — 2,245 (4 ) 2,245 (4 ) U.S. Treasuries / Agencies 44,968 (184 ) 63,383 (246 ) 108,351 (430 ) Marketable securities $ 120,890 $ (546 ) $ 94,696 $ (501 ) $ 215,586 $ (1,047 ) December 31, 2016 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,368 $ (432 ) $ 10,368 $ (432 ) Corporate debt securities 74,173 (193 ) 12,278 (22 ) 86,451 (215 ) Foreign government obligations 2,238 (8 ) — — 2,238 (8 ) U.S. Treasuries / Agencies 109,657 (244 ) 2,222 (18 ) 111,879 (262 ) Marketable securities $ 186,068 $ (445 ) $ 24,868 $ (472 ) $ 210,936 $ (917 ) |
Available-For-Sale Debt Investments At Fair Value | As of December 31, 2017 , the amortized cost and fair value of marketable securities, by contractual maturity, were as follows (in thousands): Amortized Cost Fair Value Due in less than 1 year $ 141,274 $ 140,866 Due in 1-2 years 72,550 72,127 Due in more than 2 years 10,800 10,584 Total $ 224,624 $ 223,577 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis | Assets and liabilities reported at fair value on a recurring basis in the Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2017 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 89,969 $ 89,969 $ — $ — Short-term marketable securities Corporate debt securities 49,396 — 49,396 — Foreign government obligations 2,245 — 2,245 — U.S. Treasuries / Agencies 89,225 — 89,225 — Long-term marketable securities Auction rate securities 10,584 — — 10,584 Corporate debt securities 53,001 — 53,001 — U.S. Treasuries / Agencies 19,126 — 19,126 — Total Assets $ 313,546 $ 89,969 $ 212,993 $ 10,584 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (2,234 ) $ — $ — $ (2,234 ) Other long-term liabilities Interest rate swaps (9,735 ) — (9,735 ) — Total Liabilities $ (11,969 ) $ — $ (9,735 ) $ (2,234 ) December 31, 2016 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 141,658 $ 141,658 $ — $ — Short-term marketable securities Corporate debt securities 76,568 — 76,568 — U.S. Treasuries / Agencies 40,516 — 40,516 — Long-term marketable securities Auction rate securities 10,368 — — 10,368 Corporate debt securities 29,353 — 29,353 — Foreign government obligations 2,238 — 2,238 — U.S. Treasuries / Agencies 86,970 — 86,970 — Total Assets $ 387,671 $ 141,658 $ 235,645 $ 10,368 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (1,988 ) $ — $ — $ (1,988 ) Interest rate swaps (648 ) — (648 ) — Other long-term liabilities Cubiware contingent consideration (3,285 ) — — (3,285 ) Interest rate swaps (19,303 ) — (19,303 ) — Total Liabilities $ (25,224 ) $ — $ (19,951 ) $ (5,273 ) |
Summary Of Level 3 Auction Rate Securities | Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities IntegralReach Contingent Consideration Veveo Contingent Consideration Balance at beginning of period $ 10,368 $ (5,273 ) $ 10,260 $ — $ 10,638 $ (3,000 ) $ (3,000 ) Assumed in TiVo Acquisition — — — (6,548 ) — — — Settlements — 2,650 — — — 3,000 2,140 Gain included in earnings — 389 — 1,275 — — 860 Unrealized gains (losses) included in other comprehensive income 216 — 108 — (378 ) — — Balance at end of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) $ 10,260 $ — $ — |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) 2020 Convertible Notes $ 311,766 $ 326,888 $ 297,646 $ 349,140 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 671,281 679,722 677,038 686,766 Total Long-term debt $ 983,095 $ 1,006,658 $ 974,732 $ 1,035,954 (1) The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considers the nonperformance risk of the Company. If reported at fair value in the Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Asset30
Goodwill And Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill were as follows (in thousands): Intellectual Property Licensing Product Total December 31, 2015 $ 1,184,500 $ 159,152 $ 1,343,652 TiVo Acquisition 106,620 361,710 468,330 Foreign currency translation — 136 136 December 31, 2016 1,291,120 520,998 1,812,118 TiVo Acquisition 212 720 932 Foreign currency translation — 177 177 December 31, 2017 $ 1,291,332 $ 521,895 $ 1,813,227 |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2017 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.7 years $ 1,034,458 $ (676,465 ) $ 357,993 Existing contracts and customer relationships 12.0 years 403,244 (139,289 ) 263,955 Content databases and other 5.2 years 57,053 (49,077 ) 7,976 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,503,055 (873,131 ) 629,924 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,517,055 $ (873,131 ) $ 643,924 December 31, 2016 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,031,280 $ (586,800 ) $ 444,480 Existing contracts and customer relationships 402,143 (64,123 ) 338,020 Content databases and other 59,390 (49,052 ) 10,338 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,501,113 (708,275 ) 792,838 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,515,113 $ (708,275 ) $ 806,838 |
Estimated Amortization Expense In Future Periods | As of December 31, 2017 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2018 $ 147,282 2019 109,960 2020 109,215 2021 66,445 2022 25,524 Thereafter 171,498 Total $ 629,924 |
Restructuring and Asset Impai31
Restructuring and Asset Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Facility-related costs $ 4,465 $ 527 $ 2,337 Severance costs 4,696 10,044 (177 ) Share-based payments 2,663 14,951 — Contract termination costs 4 1,342 — Asset impairment 7,220 452 — Restructuring and asset impairment charges $ 19,048 $ 27,316 $ 2,160 Accrued restructuring costs were as follows (in thousands): December 31, 2017 December 31, 2016 Facility-related costs $ 693 $ 758 Severance costs 584 3,796 Contract termination costs 37 183 Accrued restructuring costs $ 1,314 $ 4,737 |
Restructuring Activities Related to Tivo Corporation Plan | Restructuring activities related to the TiVo Integration Restructuring Plan were as follows (in thousands): December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 7,220 — (7,220 ) — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 December 31, 2016 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 277 $ (53 ) $ — $ — $ 224 Severance costs — 9,657 (6,153 ) — — 3,504 Share-based payments — 14,951 — (14,951 ) — — Contract termination costs — 63 — — — 63 Total $ — $ 24,948 $ (6,206 ) $ (14,951 ) $ — $ 3,791 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Carrying Value and Par Value of Debt | A summary of the Company's financing arrangements was as follows (dollars in thousands): December 31, 2017 December 31, 2016 Stated Interest Rate Issue Date Maturity Date Outstanding Principal Carrying Amount Outstanding Principal Carrying Amount 2020 Convertible Notes 0.500% March 4, 2015 March 1, 2020 $ 345,000 $ 311,766 $ 345,000 $ 297,646 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 Term Loan Facility B Variable July 2, 2014 July 2, 2021 675,500 671,281 682,500 677,038 Total Long-term debt $ 1,020,548 983,095 $ 1,027,548 974,732 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 976,095 $ 967,732 |
Schedule of Maturities of Long-term Debt | As of December 31, 2017 , aggregate expected future principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2018 $ 7,000 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,020,548 (1) While the 2020 Convertible Notes are scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. |
Summary of Interest Rate Swaps | Details of the Company's interest rate swaps as of December 31, 2017 and December 31, 2016 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 2017 December 31, 2016 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility May 2012 April 2014 March 2017 $ — $ 215,000 (1) One month USD-LIBOR June 2013 January 2016 March 2019 $ 250,000 $ 250,000 2.23% One month USD-LIBOR September 2014 January 2016 July 2021 $ 125,000 $ 125,000 2.66% One month USD-LIBOR September 2014 March 2017 July 2021 $ 200,000 $ 200,000 2.93% One month USD-LIBOR (1) The Company paid a fixed interest rate which gradually increased from 0.65% for the three-month settlement period ended in June 2014 to 2.11% for the settlement period ended in March 2017 . |
Convertible Debt [Member] | 2040 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Components of Interest Expense | Components of interest expense related to the 2040 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stated interest $ — $ — $ 1,114 Amortization of debt discount — — 1,865 Amortization of debt issue costs — — 242 Total interest expense $ — $ — $ 3,221 |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible Debt | Related to the 2020 Convertible Notes , the Consolidated Balance Sheets included the following (in thousands): December 31, 2017 December 31, 2016 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (29,499 ) (42,144 ) Less: Unamortized debt issuance costs (3,735 ) (5,210 ) Carrying amount $ 311,766 $ 297,646 Equity component $ 63,854 $ 63,854 |
Components of Interest Expense | Components of interest expense related to the 2020 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stated interest $ 1,725 $ 1,725 $ 1,423 Amortization of debt discount 12,645 12,071 9,639 Amortization of debt issuance costs 1,475 1,334 1,020 Total interest expense $ 15,845 $ 15,130 $ 12,082 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Operating Leases | Future minimum payments for operating leases as of December 31, 2017 were as follows (in thousands): 2018 $ 18,861 2019 16,003 2020 14,143 2021 13,286 2022 12,309 Thereafter 35,908 Gross future minimum lease payments $ 110,510 Less: Sublease receipts (49,349 ) Net future minimum lease payments $ 61,161 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The number of shares used to calculate Basic EPS and Diluted EPS were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Weighted average shares used in computing basic per share amounts 120,355 93,064 84,133 Dilutive effect of equity-based compensation awards — 1,198 — Weighted average shares used in computing diluted per share amounts 120,355 94,262 84,133 |
Weighted Average Potential Anti-Dilutive Common Shares | Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Restricted awards 4,567 1,741 2,861 Stock options 2,850 3,448 4,133 2020 Convertible Notes (1) 12,429 11,936 9,876 2021 Convertible Notes (1) 1 564 — 2040 Convertible Notes (1) — — 869 Warrants related to 2020 Convertible Notes (1) 12,232 11,936 9,876 Weighted average potential shares excluded from the calculation of Diluted EPS 32,079 29,625 27,615 (1) See Note 9 for additional details. |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used To Value Equity-Based Payments | ssumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Year Ended December 31, 2017 2016 2015 Restricted stock units subject to market conditions: Expected volatility 50.1 % 53.5 % 45.1 % Expected term 3.0 years 4.1 years 4.0 years Risk-free interest rate 1.9 % 1.1 % 1.3 % Expected dividend yield 4.0 % 0.0 % 0.0 % ESPP shares: Expected volatility 42.0 % 55.6 % 53.0 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 1.1 % 0.6 % 0.4 % Expected dividend yield 2.4 % 0.0 % 0.0 % Stock options: Expected volatility N/A 55.9 % 41.0 % Expected term N/A 3.0 years 3.0 years Risk-free interest rate N/A 1.0 % 1.0 % Expected dividend yield N/A 0.0 % 0.0 % |
Weighted Average Fair Value Per Share Of Equity-Based Awards | The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2017 2016 2015 Restricted awards $ 15.18 $ 22.07 $ 21.05 ESPP shares $ 5.70 $ 7.30 $ 5.33 Stock options N/A $ 9.53 $ 9.03 Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 52,561 $ 47,670 $ 42,647 Pre-tax equity-based compensation, included in restructuring expense $ 2,663 $ 14,951 $ — |
Restricted Awards Activity | Activity related to the Company's restricted awards for the year ended December 31, 2017 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,162 $ 21.80 Granted 3,949 $ 15.18 Vested (2,581 ) $ 21.12 Forfeited (631 ) $ 19.70 Outstanding as of end of period 5,899 $ 17.78 |
Schedule of Stock Option Activity | Activity related to the Company's stock options for the year ended December 31, 2017 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding as of beginning of period 3,938 $ 28.21 Exercised (470 ) $ 14.58 Forfeited and expired (1,100 ) $ 36.32 Outstanding as of end of period 2,368 $ 27.16 2.5 years $ 46 Vested and expected to vest as of December 31, 2017 2,347 $ 27.19 2.4 years $ 46 Exercisable as of December 31, 2017 2,084 $ 27.61 2.2 years $ 45 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Significant Portions of the Deferred Tax Assets and Liabilities | Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2017 December 31, 2016 Deferred tax assets: Federal net operating losses $ 187,003 $ 331,365 Tax credit carryforwards 151,707 151,687 State net operating losses and credits 102,077 77,113 Accrued liabilities 22,771 37,163 Deferred revenue 22,699 26,256 Equity-based compensation 6,185 20,892 Capital and other losses 14,300 25,276 Other 10,541 15,876 Gross deferred tax assets 517,283 685,628 Valuation allowance (390,161 ) (428,778 ) Net deferred tax assets 127,122 256,850 Deferred tax liabilities: Intangible assets (175,731 ) (332,892 ) Gross deferred tax liabilities (175,731 ) (332,892 ) Net deferred tax liabilities $ (48,609 ) $ (76,042 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2017 December 31, 2016 Other long-term assets $ 1,747 $ 1,412 Deferred tax liabilities, net (50,356 ) (77,454 ) Net deferred tax liabilities $ (48,609 ) $ (76,042 ) |
Summary of Tax Credit Carryforwards | As of December 31, 2017 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 1,036,183 2019 - 2035 State $ 1,184,488 2019 - 2035 |
Summary of Operating Loss Carryforwards | As of December 31, 2017 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 61,321 2018 - 2036 State research and development credits $ 61,735 Indefinite Foreign tax credits $ 105,100 2018 - 2024 |
Schedule of Deferred Tax Asset Valuation Roll Forward | The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ (428,778 ) $ (449,694 ) $ (409,559 ) Additions (66,578 ) (12,971 ) (57,902 ) Assumed in acquisition — (52,243 ) — Deductions resulting from business combination 195 86,130 — Deductions resulting from Tax Act of 2017 105,000 — — Other deductions, net — — 17,767 Balance at end of period $ (390,161 ) $ (428,778 ) $ (449,694 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of period $ 83,055 $ 60,346 $ 134,962 Increases: Assumed in acquisition 365 21,441 — Tax positions related to the current year 6,263 1,032 963 Tax positions related to prior years 2,091 3,651 1,385 Decreases: Tax positions related to prior years (2,232 ) (1,047 ) (2,874 ) Tax Act of 2017 (15,282 ) — — Audit settlements — (161 ) (69,816 ) Statute of limitations lapses (1,242 ) (2,072 ) (3,690 ) Foreign currency 62 (135 ) (584 ) Balance at end of period $ 73,080 $ 83,055 $ 60,346 |
Components of Income from Continuing Operations Before Income Taxes | The components of (Loss) income from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 United States $ (55,846 ) $ (32,843 ) $ (2,456 ) Rest of the world 7,611 8,407 11,919 (Loss) income from continuing operations before income taxes $ (48,235 ) $ (24,436 ) $ 9,463 |
Components of Income Tax Expense (Benefit) | Income tax (benefit) expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to (Loss) income from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2017 2016 2015 Federal income tax $ (16,882 ) $ (8,553 ) $ 3,312 State income tax, net of federal benefit (397 ) 434 4,029 Foreign income tax rate differential (748 ) (1,713 ) (2,992 ) Foreign withholding tax 13,849 20,571 9,724 Repatriation of foreign income, deemed and actual 1,526 4,573 477 Change in unrecognized tax benefits (704 ) (1,203 ) (4,515 ) Change in valuation allowance 12,511 (81,614 ) 5,463 Equity-based compensation (976 ) 2,696 1,972 Tax settlements — 166 (3,437 ) Transaction-related costs 5,724 2,753 — Entity rationalization 2,369 — — Tax Act of 2017 (26,551 ) — — Other, net — 205 (278 ) Income tax (benefit) expense $ (10,279 ) $ (61,685 ) $ 13,755 Income tax (benefit) expense consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 906 3,380 (1,998 ) Foreign 16,329 20,952 11,132 Total current income tax expense 17,235 24,332 9,134 Deferred: Federal (24,579 ) (83,059 ) 2,081 State (1,947 ) (2,875 ) 2,127 Foreign (988 ) (83 ) 413 Total deferred income tax benefit (expense) (27,514 ) (86,017 ) 4,621 Income tax (benefit) expense $ (10,279 ) $ (61,685 ) $ 13,755 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Product Platform Solutions $ 334,004 $ 205,395 $ 137,814 Software and Services 84,964 83,811 84,956 Other 4,548 12,470 21,679 Revenues, net 423,516 301,676 244,449 Adjusted Operating Expenses (1) 377,107 251,529 195,364 Adjusted EBITDA (2) 46,409 50,147 49,085 Intellectual Property Licensing US Pay TV Providers 278,973 222,346 174,397 Consumer Electronics Manufacturers 51,219 46,145 51,871 New Media, International Pay TV Providers and Other 72,748 78,926 55,554 Revenues, net 402,940 347,417 281,822 Adjusted Operating Expenses (1) 97,059 79,820 60,926 Adjusted EBITDA (2) 305,881 267,597 220,896 Corporate Adjusted Operating Expenses (1) 62,148 56,673 54,681 Adjusted EBITDA (2) (62,148 ) (56,673 ) (54,681 ) Consolidated Total Revenues, net 826,456 649,093 526,271 Adjusted Operating Expenses (1) 536,314 388,022 310,971 Adjusted EBITDA (2) 290,142 261,071 215,300 Depreciation 22,144 18,698 17,410 Amortization of intangible assets 166,657 104,989 76,982 Restructuring and asset impairment charges 19,048 27,316 2,160 Equity-based compensation 52,561 47,670 42,647 Transaction, transition and integration costs 20,364 39,950 — Earnout amortization and settlement 3,833 2,467 — CEO transition cash costs 4,305 — — Remeasurement of contingent consideration (1,023 ) (1,614 ) (860 ) Gain on settlement of acquired receivable (2,537 ) — — Change in franchise tax reserve — 154 859 Contested proxy election costs — — 4,346 Operating income 4,790 21,441 71,756 Interest expense (42,756 ) (43,681 ) (46,826 ) Interest income and other, net 2,915 1,688 716 Income (loss) on interest rate swaps 1,859 (3,884 ) (13,368 ) TiVo Acquisition litigation (14,006 ) — — Loss on debt extinguishment (108 ) — (2,815 ) Loss on debt modification (929 ) — — (Loss) income from continuing operations before income taxes $ (48,235 ) $ (24,436 ) $ 9,463 (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable , Change in franchise tax reserve and Contested proxy election costs . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable , Change in franchise tax reserve and Contested proxy election costs . |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segments, Geographical Areas [Abstract] | |
Information on Revenue from Continuing Operations by Geographic Areas | Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 616,883 $ 469,325 $ 345,260 Rest of the world 209,573 179,768 181,011 Total Revenues, net $ 826,456 $ 649,093 $ 526,271 |
Information on Long Lived Assets by Geographical Areas | Property and equipment, net by geographic area was as follows (in thousands): December 31, 2017 December 31, 2016 United States $ 46,756 $ 45,908 Rest of the world 8,488 2,464 Property and equipment, net $ 55,244 $ 48,372 |
Quarterly Financial Data (Una39
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Consolidated Financial Data (Unaudited) | Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2017 Total Revenues, net $ 205,764 $ 208,558 $ 197,898 $ 214,236 Restructuring and asset impairment charges 4,539 9,374 3,710 1,425 Operating (loss) income from continuing operations (5,345 ) 8,743 (1,552 ) 2,944 Net (loss) income (34,661 ) (4,771 ) (16,963 ) 18,439 Basic (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing basic per share amounts 118,813 120,209 120,935 121,427 Diluted (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing diluted per share amounts 118,813 120,209 120,935 122,362 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 2016 Total Revenues, net $ 118,384 $ 125,245 $ 153,121 $ 252,343 Restructuring and asset impairment charges 2,333 — 22,311 2,672 Operating income (loss) from continuing operations 11,397 10,178 (20,035 ) 19,901 (Loss) income from continuing operations, net of tax (17,652 ) (9,408 ) 54,439 9,870 Loss from discontinued operations, net of tax — — (4,517 ) (71 ) Net (loss) income (17,652 ) (9,408 ) 49,922 9,799 Basic (loss) earnings per share: Continuing operations $ (0.22 ) $ (0.11 ) $ 0.60 $ 0.08 Discontinued operations — — (0.05 ) — Basic (loss) earnings per share $ (0.22 ) $ (0.11 ) $ 0.55 $ 0.08 Weighted average shares used in computing basic per share amounts 81,375 82,110 91,131 117,394 Diluted (loss) earnings per share: Continuing operations $ (0.22 ) $ (0.11 ) $ 0.59 $ 0.08 Discontinued operations — — (0.05 ) — Diluted (loss) earnings per share $ (0.22 ) $ (0.11 ) $ 0.54 $ 0.08 Weighted average shares used in computing diluted per share amounts 81,375 82,110 92,144 119,298 |
Basis of Presentation and Sum40
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Risk (Details) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AT&T Inc. [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 14.00% | 12.00% | 16.00% |
AT&T Inc. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 28.00% | 15.00% | |
Samsung Electronics Co. LTD [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 10.00% | ||
Virgin Media Inc. [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 13.00% |
Basis of Presentation and Sum41
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | Jan. 01, 2017 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Cumulative translation losses | $ 1,700 | $ 6,200 | ||||
Due from banks | 1,100 | 1,100 | ||||
Deferred development costs | 13,600 | 6,200 | ||||
Proceeds from patent sales | $ 0 | 1,000 | $ 0 | |||
Subscription cancellation period for full refund | 30 days | |||||
Lifetime subscriptions amortization period | 66 months | |||||
Product return period | 30 days | |||||
Advertising expense | $ 8,800 | 7,300 | 7,400 | |||
Deferred tax assets | 517,283 | 685,628 | ||||
Valuation allowance | $ 390,161 | $ 428,778 | 449,694 | $ 409,559 | ||
Expense Reimbursement Related To Contested Proxy Election [Member] | Engaged Capital [Member] | Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transaction with a related party | $ 1,500 | |||||
Computer Equipment And Software [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Useful life of property, plant and equipment | 3 years | |||||
Furniture and fixtures [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Useful life of property, plant and equipment | 5 years | |||||
Software and Software Development Costs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Useful life of property, plant and equipment | 5 years | |||||
Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Economic life of asset | 2 years | |||||
Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Economic life of asset | 18 years | |||||
Accounting Standards Update 2016-09 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred tax assets | $ 70,100 | |||||
Valuation allowance | $ 70,100 | |||||
Accounting Standards Update 2016-04 [Member] | Maximum [Member] | Pro Forma [Member] | Accumulated Deficit [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cumulative effect of new accounting principle | $ 3,000 | |||||
Accounting Standards Update 2014-09 [Member] | Maximum [Member] | Pro Forma [Member] | Accumulated Deficit [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cumulative effect of new accounting principle | $ 15,000 |
Discontinued Operations and A42
Discontinued Operations and Assets Held for Sale (Details) - DivX and MainConcept [Member] $ in Millions | Mar. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from sale of businesses | $ 52.5 |
Additional payments based on revenue milestones | $ 22.5 |
Revenue milestone term | 3 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 27, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 07, 2016$ / sharesshares | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Nov. 30, 2016shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 22, 2014 |
Business Acquisition [Line Items] | ||||||||||
Share price (in us dollars per share) | $ / shares | $ 15.60 | |||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ (117,030) | $ 0 | $ 0 | |||||||
TiVo Acquisition litigation loss | (14,006) | 0 | $ 0 | |||||||
TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash paid per share (in dollars per share) | $ / shares | $ 2.75 | |||||||||
Revenue of acquiree since acquisition date | 365,800 | 147,400 | ||||||||
Operating Income (loss) of acquiree | 12,300 | (2,800) | ||||||||
Dissenting shares outstanding (in shares) | shares | 9.1 | |||||||||
Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration | $ 78,981 | |||||||||
TiVo Solutions [Member] | Stock Options and Stock-Based Awards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Expected volatility rate (percent) | 31.70% | |||||||||
Expected term | 9 months | |||||||||
Risk-free interest rate (percent) | 0.50% | |||||||||
Dividend rate (percent) | 0.00% | |||||||||
TiVo Solutions [Member] | Performance-Based Awards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Expected volatility rate (percent) | 37.50% | |||||||||
Expected term | 2 years 4 months 24 days | |||||||||
Risk-free interest rate (percent) | 0.80% | |||||||||
Dividend rate (percent) | 0.00% | |||||||||
Pending Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Restricted cash | $ 25,300 | $ 25,300 | ||||||||
Settled Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ (117,000) | $ (117,000) | ||||||||
Return of cash paid for TiVo Acquisition | $ 25,100 | |||||||||
TiVo Acquisition litigation loss | (12,900) | |||||||||
Threatened Litigation [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
TiVo Acquisition litigation loss | $ (1,100) | |||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price exchange ratio | 0.3853 | |||||||||
Conversion of stock ratio | 1 | |||||||||
Share price (in us dollars per share) | $ / shares | $ 22.42 | |||||||||
Dissenting shares outstanding (in shares) | shares | 3.5 | |||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | Employee Stock Options, Restricted Stock Award or Restricted Stock Unit [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price exchange ratio | 0.5186 | |||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | Stock Options and Stock-Based Awards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Expected volatility rate (percent) | 46.50% | |||||||||
Expected term | 9 months | |||||||||
Risk-free interest rate (percent) | 0.50% | |||||||||
Dividend rate (percent) | 0.00% | |||||||||
2021 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Interest rate of debt, stated percentage | 2.00% | 2.00% | ||||||||
Common Stock [Member] | TiVo Corporation [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock issued for acquisitions during period (in shares) | shares | 33.5 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2015 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 1,812,118 | $ 1,812,118 | $ 1,813,227 | $ 1,343,652 | |
TiVo Solutions [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate cash consideration | 269,990 | ||||
Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration | 78,981 | ||||
Accrual for merger consideration | 22,640 | ||||
Total merger consideration | 1,129,726 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash, cash equivalents and marketable securities | 503,408 | ||||
Accounts receivable | 48,597 | ||||
Inventory | 15,003 | ||||
Prepaid expenses and other current assets and other long-term assets | 25,911 | ||||
Property and equipment | 9,744 | ||||
Goodwill | 469,262 | ||||
Accounts payable and accrued expenses and other long-term liabilities | (74,631) | ||||
Deferred revenue | (63,504) | ||||
Current portion of long-term debt | (230,000) | ||||
Deferred tax liabilities, net | (97,064) | ||||
Total merger consideration | 1,129,726 | ||||
TiVo Solutions [Member] | Trademarks / Tradenames [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Trademarks / Tradenames | 14,000 | ||||
TiVo Solutions [Member] | Developed Technology and Patents [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 154,000 | ||||
TiVo Solutions [Member] | Existing Contracts and Customer Relationships [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 355,000 | ||||
Scenario, Previously Reported [Member] | TiVo Solutions [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Cash, cash equivalents and marketable securities | 503,408 | 503,408 | $ 503,408 | ||
Accounts receivable | 48,597 | 48,597 | 48,766 | ||
Inventory | 15,003 | 15,003 | 15,003 | ||
Prepaid expenses and other current assets and other long-term assets | 25,909 | 25,909 | 25,976 | ||
Property and equipment | 9,744 | 9,744 | 10,370 | ||
Goodwill | 468,330 | 468,330 | 464,111 | ||
Accounts payable and accrued expenses and other long-term liabilities | (73,456) | (73,456) | (74,736) | ||
Deferred revenue | (63,504) | (63,504) | (63,428) | ||
Current portion of long-term debt | (230,000) | (230,000) | (230,000) | ||
Deferred tax liabilities, net | (97,305) | (97,305) | (92,744) | ||
Total merger consideration | 1,129,726 | 1,129,726 | 1,129,726 | ||
Scenario, Previously Reported [Member] | TiVo Solutions [Member] | Trademarks / Tradenames [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Trademarks / Tradenames | 14,000 | 14,000 | 14,000 | ||
Scenario, Previously Reported [Member] | TiVo Solutions [Member] | Developed Technology and Patents [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 154,000 | 154,000 | 154,000 | ||
Scenario, Previously Reported [Member] | TiVo Solutions [Member] | Existing Contracts and Customer Relationships [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Finite-lived intangible assets | 355,000 | 355,000 | $ 355,000 | ||
Restatement Adjustment [Member] | TiVo Solutions [Member] | |||||
Adjustments | |||||
Accounts receivable | (169) | ||||
Prepaid expenses and other current assets and other long-term assets | (67) | 2 | |||
Property and equipment | (626) | ||||
Goodwill | 4,219 | 932 | |||
Accounts payable and accrued expenses and other long-term liabilities | 1,280 | (1,175) | |||
Deferred revenue | (76) | ||||
Deferred tax liabilities, net | (4,561) | 241 | |||
Total merger consideration | $ 0 | $ 0 | |||
TiVo Corporation [Member] | TiVo Solutions [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Aggregate fair value of TiVo Corporation shares issued | $ 758,115 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Information (Details) - TiVo Solutions [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Total Revenues, net | $ 876,705 | $ 903,962 |
Net loss | $ (103,050) | $ (133,457) |
Basic (loss) earnings per share (in usd per share) | $ (0.89) | $ (1.13) |
Diluted (loss) earnings per share (in usd per share) | $ (0.89) | $ (1.13) |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Receivable, Net | |||
Accounts receivable, gross | $ 183,343 | $ 149,105 | |
Less: Allowance for doubtful accounts | (2,575) | (1,963) | |
Accounts receivable, net | 180,768 | 147,142 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | (1,963) | (1,607) | $ (1,135) |
Provision for bad debt | 1,726 | (226) | (600) |
Deductions, net | (2,338) | (130) | 128 |
Balance at end of period | (2,575) | (1,963) | (1,607) |
Inventory, Net | |||
Raw materials | 1,846 | 1,595 | |
Finished goods | 9,735 | 11,591 | |
Inventory, Net | 11,581 | 13,186 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 204,216 | 169,604 | |
Less: Accumulated depreciation and amortization | (148,972) | (121,232) | |
Property and equipment, net | 55,244 | 48,372 | |
Accounts Payable and Accrued Expenses | |||
Accounts payable | 10,517 | 29,218 | |
Accrued compensation and benefits | 47,886 | 54,571 | |
Accrual for merger consideration | 0 | 78,981 | |
Other accrued liabilities | 77,449 | 63,681 | |
Accounts payable and accrued expenses | 135,852 | 226,451 | |
Interest and Other Income [Abstract] | |||
Interest income | 3,122 | 2,326 | 1,462 |
Foreign currency loss | (1,574) | (72) | (379) |
Equity method (loss) income | (451) | (454) | (464) |
Other income (expense), net | 1,818 | (112) | 97 |
Interest income and other, net | 2,915 | 1,688 | 716 |
Cash paid during the period for: | |||
Income taxes, net of refunds | 17,660 | 27,468 | 14,335 |
Interest | 26,567 | 30,281 | 33,797 |
Significant noncash transactions | |||
Fair value of shares issued in connection with TiVo Acquisition | 536 | 758,115 | $ 0 |
Computer Software and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 160,450 | 136,776 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 34,629 | 26,201 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 9,137 | $ 6,627 |
Investments - Available-For-Sal
Investments - Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Total Cash, Cash Equivalents And Marketable Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 352,542 | $ 438,640 |
Auction Rate Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,800 | 10,800 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (216) | (432) |
Fair Value | 10,584 | 10,368 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 102,794 | 106,128 |
Unrealized Gains | 0 | 8 |
Unrealized Losses | (397) | (215) |
Fair Value | 102,397 | 105,921 |
Foreign Government Obligations [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,249 | 2,246 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (4) | (8) |
Fair Value | 2,245 | 2,238 |
U.S. Treasuries / Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 108,781 | 127,734 |
Unrealized Gains | 0 | 14 |
Unrealized Losses | (430) | (262) |
Fair Value | 108,351 | 127,486 |
Marketable Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 224,624 | 246,908 |
Unrealized Gains | 0 | 22 |
Unrealized Losses | (1,047) | (917) |
Fair Value | 223,577 | 246,013 |
Total Cash And Cash Equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 128,965 | 192,627 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 128,965 | 192,627 |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 38,996 | 50,969 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 38,996 | 50,969 |
Cash Equivalents - Money Market Funds [Member] | Money Markets Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 89,969 | 141,658 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 89,969 | $ 141,658 |
Investments - Summarized Fair V
Investments - Summarized Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 120,890 | $ 186,068 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 94,696 | 24,868 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 215,586 | 210,936 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (546) | (445) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (501) | (472) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (1,047) | (917) |
Auction Rate Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 10,584 | 10,368 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 10,584 | 10,368 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (216) | (432) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (216) | (432) |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 75,922 | 74,173 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 18,484 | 12,278 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 94,406 | 86,451 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (362) | (193) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (35) | (22) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (397) | (215) |
Foreign Government Obligations [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 0 | 2,238 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 2,245 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 2,245 | 2,238 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | (8) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (4) | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (4) | (8) |
U.S. Treasuries / Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 44,968 | 109,657 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 63,383 | 2,222 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 108,351 | 111,879 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (184) | (244) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (246) | (18) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ (430) | $ (262) |
Investments - Available-For-S49
Investments - Available-For-Sale Debt Investments At Fair Value (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amortized Cost | |||
Due in less than 1 year | $ 141,274,000 | ||
Due in 1-2 years | 72,550,000 | ||
Due in more than 2 years | 10,800,000 | ||
Total | 224,624,000 | ||
Fair Value | |||
Due in less than 1 year | 140,866,000 | ||
Due in 1-2 years | 72,127,000 | ||
Due in more than 2 years | 10,584,000 | ||
Total | 223,577,000 | ||
Non-marketable equity method investments | 1,100,000 | $ 1,600,000 | |
Non-marketable cost method investments | 1,500,000 | 2,700,000 | |
Non-marketable equity method investments other-than-temporary investments | $ 1,200,000 | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | $ 313,546 | $ 387,671 |
Fair value liabilities measured on a recurring basis | (11,969) | (25,224) |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 89,969 | 141,658 |
Fair value liabilities measured on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 212,993 | 235,645 |
Fair value liabilities measured on a recurring basis | (9,735) | (19,951) |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Fair value liabilities measured on a recurring basis | (2,234) | (5,273) |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 49,396 | 76,568 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 49,396 | 76,568 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,245 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,245 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 89,225 | 40,516 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 89,225 | 40,516 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 89,969 | 141,658 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 89,969 | 141,658 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 53,001 | 29,353 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 53,001 | 29,353 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,238 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,238 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 19,126 | 86,970 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 19,126 | 86,970 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (2,234) | (1,988) |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (2,234) | (1,988) |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (648) | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (648) | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (3,285) | |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (3,285) | |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (9,735) | (19,303) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (9,735) | (19,303) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cubiware Contingent Consideration [Member] | |||
Liabilities | |||
Balance at beginning of period | $ (5,273) | $ 0 | |
Assumed in TiVo Acquisition | (6,548) | ||
Settlements | 2,650 | ||
Gain included in earnings | 389 | 1,275 | |
Balance at end of period | (2,234) | (5,273) | $ 0 |
Cubiware Contingent Consideration [Member] | Selling, General and Administrative Expenses [Member] | |||
Liabilities | |||
Increase (decrease) during period | 1,000 | 1,600 | |
Cubiware Contingent Consideration [Member] | Interest Expense [Member] | |||
Liabilities | |||
Increase (decrease) during period | (600) | 300 | |
IntegralReach Contingent Consideration [Member] | |||
Liabilities | |||
Balance at beginning of period | 0 | (3,000) | |
Settlements | 3,000 | ||
Balance at end of period | 0 | ||
Veveo Contingent Consideration [Member] | |||
Liabilities | |||
Balance at beginning of period | 0 | (3,000) | |
Settlements | 2,140 | ||
Gain included in earnings | 860 | ||
Balance at end of period | 0 | ||
Auction Rate Securities [Member] | |||
Assets | |||
Balance at beginning of period | 10,368 | 10,260 | 10,638 |
Unrealized gains (losses) included in other comprehensive (loss) income | 216 | 108 | (378) |
Balance at end of period | $ 10,584 | $ 10,368 | $ 10,260 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 1,006,658 | $ 1,035,954 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 326,888 | 349,140 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 679,722 | 686,766 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 983,095 | 974,732 |
Carrying Amount [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 311,766 | 297,646 |
Carrying Amount [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Carrying Amount [Member] | Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 671,281 | $ 677,038 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 1 Months Ended |
May 31, 2017USD ($) | |
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | Fair Value, Measurements, Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Restructuring impairment | $ 6.7 |
Goodwill And Intangible Asset54
Goodwill And Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments for purchase of patents | $ 2,000 | $ 2,500 | $ 0 |
Patents [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets weighted average useful life | 5 years | 5 years |
Goodwill And Intangible Asset55
Goodwill And Intangible Assets, Net - Summary Of Goodwill Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning of Period | $ 1,812,118 | $ 1,343,652 |
TiVo Acquisition | 932 | 468,330 |
Foreign currency translation | 177 | 136 |
End of Period | 1,813,227 | 1,812,118 |
Intellectual Property Licensing [Member] | ||
Goodwill [Roll Forward] | ||
Beginning of Period | 1,291,120 | 1,184,500 |
TiVo Acquisition | 212 | 106,620 |
Foreign currency translation | 0 | 0 |
End of Period | 1,291,332 | 1,291,120 |
Product [Member] | ||
Goodwill [Roll Forward] | ||
Beginning of Period | 520,998 | 159,152 |
TiVo Acquisition | 720 | 361,710 |
Foreign currency translation | 177 | 136 |
End of Period | $ 521,895 | $ 520,998 |
Goodwill And Intangible Asset56
Goodwill And Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,503,055 | $ 1,501,113 |
Accumulated Amortization | (873,131) | (708,275) |
Total | 629,924 | 792,838 |
Intangible Assets, Gross (Excluding Goodwill) | 1,517,055 | 1,515,113 |
Intangible Assets, Net (Excluding Goodwill) | 643,924 | 806,838 |
Developed Technology and Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,034,458 | 1,031,280 |
Accumulated Amortization | (676,465) | (586,800) |
Total | $ 357,993 | 444,480 |
Weighted-Average Useful Life | 4 years 8 months | |
Existing Contracts and Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 403,244 | 402,143 |
Accumulated Amortization | (139,289) | (64,123) |
Total | $ 263,955 | 338,020 |
Weighted-Average Useful Life | 12 years | |
Content Databases and Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 57,053 | 59,390 |
Accumulated Amortization | (49,077) | (49,052) |
Total | $ 7,976 | 10,338 |
Weighted-Average Useful Life | 5 years 2 months | |
Trademarks / Tradenames [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 8,300 | 8,300 |
Accumulated Amortization | (8,300) | (8,300) |
Total | 0 | 0 |
TiVo Solutions [Member] | TiVo Tradename [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Trade Names | $ 14,000 | $ 14,000 |
Goodwill And Intangible Asset57
Goodwill And Intangible Assets, Net - Estimated Amortization Expense In Future Periods (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 147,282 | |
2,019 | 109,960 | |
2,020 | 109,215 | |
2,021 | 66,445 | |
2,022 | 25,524 | |
Thereafter | 171,498 | |
Total | $ 629,924 | $ 792,838 |
Restructuring and Asset Impai58
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
May 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Asset impairment | $ 7,220,000 | $ 452,000 | $ 0 | |||||||||
Restructuring and asset impairment charges | $ 1,425,000 | $ 3,710,000 | $ 9,374,000 | $ 4,539,000 | $ 2,672,000 | $ 22,311,000 | $ 0 | $ 2,333,000 | 19,048,000 | 27,316,000 | 2,160,000 | |
Tivo Integration Restructuring Plan [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Asset impairment | $ 6,700,000 | |||||||||||
Accrual adjustment | 559,000 | $ 3,791,000 | 559,000 | 3,791,000 | $ 0 | |||||||
Legacy TiVo Solutions Plan [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Decrease in restructuring reserve | (200,000) | |||||||||||
Accrual adjustment | 0 | 0 | ||||||||||
Legacy Rovi Plans [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Accrual adjustment | $ 700,000 | 700,000 | ||||||||||
Restructuring and asset impairment charges | $ 800,000 | $ 2,400,000 |
Restructuring and Asset Impai59
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |||||||||||
Facility-related costs | $ 4,465 | $ 527 | $ 2,337 | ||||||||
Severance costs | 4,696 | 10,044 | (177) | ||||||||
Share-based payments | 2,663 | 14,951 | 0 | ||||||||
Contract termination costs | 4 | 1,342 | 0 | ||||||||
Asset impairment | 7,220 | 452 | 0 | ||||||||
Restructuring and asset impairment charges | $ 1,425 | $ 3,710 | $ 9,374 | $ 4,539 | $ 2,672 | $ 22,311 | $ 0 | $ 2,333 | $ 19,048 | $ 27,316 | $ 2,160 |
Restructuring and Asset Impai60
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Facility-related costs | $ 4,465 | $ 527 | $ 2,337 |
Severance costs | 4,696 | 10,044 | (177) |
Contract termination costs | 4 | 1,342 | $ 0 |
Accrued Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Facility-related costs | 693 | 758 | |
Severance costs | 584 | 3,796 | |
Contract termination costs | 37 | 183 | |
Accrued restructuring costs | $ 1,314 | $ 4,737 |
Restructuring and Asset Impai61
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) - Tivo Integration Restructuring Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | $ 3,791 | $ 0 |
Restructuring Expense | 18,427 | 24,948 |
Cash Settlements | (11,429) | (6,206) |
Non-Cash Settlements | (9,883) | (14,951) |
Other | 347 | 0 |
Balance at End of Period | 559 | 3,791 |
Facility-related Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 224 | 0 |
Restructuring Expense | 3,690 | 277 |
Cash Settlements | (3,486) | (53) |
Non-Cash Settlements | 0 | 0 |
Other | 317 | 0 |
Balance at End of Period | 111 | 224 |
Severance Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 3,504 | 0 |
Restructuring Expense | 4,850 | 9,657 |
Cash Settlements | (7,876) | (6,153) |
Non-Cash Settlements | 0 | 0 |
Other | 30 | 0 |
Balance at End of Period | 448 | 3,504 |
Share-based Payments [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 0 | 0 |
Restructuring Expense | 2,663 | 14,951 |
Cash Settlements | 0 | 0 |
Non-Cash Settlements | (2,663) | (14,951) |
Other | 0 | 0 |
Balance at End of Period | 0 | 0 |
Contract Termination Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 63 | 0 |
Restructuring Expense | 4 | 63 |
Cash Settlements | (67) | 0 |
Non-Cash Settlements | 0 | 0 |
Other | 0 | 0 |
Balance at End of Period | 0 | 63 |
Asset Impairment [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 0 | |
Restructuring Expense | 7,220 | |
Cash Settlements | 0 | |
Non-Cash Settlements | (7,220) | |
Other | 0 | |
Balance at End of Period | $ 0 | $ 0 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 1,020,548 | $ 1,027,548 | ||
Carrying amount | 983,095 | 974,732 | ||
Less: Current portion of long-term debt | 7,000 | 7,000 | ||
Long-term debt, less current portion | $ 976,095 | 967,732 | ||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt, stated percentage | 0.50% | 0.50% | ||
Outstanding Principal | $ 345,000 | 345,000 | ||
Carrying amount | $ 311,766 | 297,646 | ||
Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt, stated percentage | 2.00% | 2.00% | ||
Outstanding Principal | $ 48 | 48 | ||
Carrying amount | 48 | 48 | ||
Line of Credit [Member] | Term Loan B Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal | 675,500 | 682,500 | ||
Carrying amount | $ 671,281 | $ 677,038 |
Debt and Interest Rate Swaps 63
Debt and Interest Rate Swaps - 2020 Convertible Notes (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] | Dec. 31, 2017$ / shares | Mar. 04, 2015USD ($)trading_day$ / shares |
Debt Instrument [Line Items] | ||
Debt issued | $ 345,000,000 | |
Interest rate of debt, stated percentage | 0.50% | 0.50% |
Shares issued per $1,000 principal amount | 0.360271 | 0.345968 |
Initial conversion price (in usd per share) | $ / shares | $ 27.7569 | $ 28.9044 |
Threshold trading days | trading_day | 20 | |
Consecutive trading days | trading_day | 30 | |
Minimum percentage of common stock price on applicable conversion price resulting in the noteholders ability to convert the notes into cash or stock | 130.00% | |
Threshold business days | 5 days | |
Measurement period | 10 days | |
Maximum percentage of product under last reported sale price for conversion eligibility | 98.00% | |
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | |
Non-convertible borrowing rate (percent) | 4.75% | |
Transaction costs | $ 9,300,000 | |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Transaction costs | 7,600,000 | |
Additional Paid-in Capital [Member] | ||
Debt Instrument [Line Items] | ||
Transaction costs | $ 1,700,000 |
Debt and Interest Rate Swaps 64
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 1,020,548 | $ 1,027,548 |
Carrying amount | 983,095 | 974,732 |
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 345,000 | 345,000 |
Less: Unamortized debt discount | (29,499) | (42,144) |
Less: Unamortized debt issuance costs | (3,735) | (5,210) |
Carrying amount | 311,766 | 297,646 |
Equity component | $ 63,854 | $ 63,854 |
Debt and Interest Rate Swaps 65
Debt and Interest Rate Swaps - Components of Interest Expense (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
2040 Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest | $ 0 | $ 0 | $ 1,114 |
Amortization of debt discount | 0 | 0 | 1,865 |
Amortization of debt issuance costs | 0 | 0 | 242 |
Total interest expense | 0 | 0 | 3,221 |
2020 Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest | 1,725 | 1,725 | 1,423 |
Amortization of debt discount | 12,645 | 12,071 | 9,639 |
Amortization of debt issuance costs | 1,475 | 1,334 | 1,020 |
Total interest expense | $ 15,845 | $ 15,130 | $ 12,082 |
Debt and Interest Rate Swaps 66
Debt and Interest Rate Swaps - Purchased Call Options and Sold Warrants (Details) - 2020 Convertible Notes [Member] - Convertible Debt [Member] $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / shares$ / per_unitshares | Dec. 31, 2017$ / shares$ / per_unitshares | |
Warrants to Purchase Common Stock [Member] | ||
Debt Instrument [Line Items] | ||
(Payments) proceeds from (purchase) sale of warrants | $ | $ 31.3 | |
Warrants outstanding, shares | 11.9 | |
Warrant exercise price (in usd per share) | $ / shares | $ 40.1450 | $ 38.5512 |
Warrants outstanding (in shares) | 12.2 | |
Equity Option [Member] | ||
Debt Instrument [Line Items] | ||
Purchase of call options | $ | $ 64.8 | |
Call option, shares | 11.9 | 12.4 |
Common stock strike price (in usd per share) | $ / per_unit | 28.9044 | 27.7569 |
Debt and Interest Rate Swaps 67
Debt and Interest Rate Swaps - 2021 Convertible Notes (Details) - 2021 Convertible Notes [Member] $ / shares in Units, shares in Millions | Dec. 31, 2017$ / shares | Oct. 12, 2016USD ($) | Sep. 07, 2016$ / shares | Sep. 22, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issued | $ 230,000,000 | ||||
Interest rate of debt, stated percentage | 2.00% | 2.00% | |||
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | ||||
TiVo Solutions [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of convertible debt | $ 229,950,000 | ||||
Shares issued per $1,000 principal amount | 0.561073 | ||||
Initial conversion price (in usd per share) | $ / shares | $ 17.8230 | ||||
TiVo Corporation [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Shares issued per $1,000 principal amount | 0.225000 | 0.216181 | |||
Initial conversion price (in usd per share) | $ / shares | $ 37.5867 | $ 39.12 | |||
Initial conversion price to principal of notes (in usd per share) | $ / shares | $ 154.30 | $ 154.30 | |||
Equity Option [Member] | |||||
Debt Instrument [Line Items] | |||||
Call option, shares | shares | 12.9 | ||||
Equity Option [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds (payments) for sale (purchase) of call options | $ 12,100,000 | ||||
Payments for Repurchase of Warrants | $ 5,800,000 | ||||
Warrants to Purchase Common Stock [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding, shares | shares | 12.9 |
Debt and Interest Rate Swaps 68
Debt and Interest Rate Swaps - 2040 Convertible Notes (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Feb. 20, 2015 | Mar. 17, 2010 | |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ (108,000) | $ 0 | $ (2,815,000) | |||
Convertible Debt [Member] | 2040 Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued | $ 460,000,000 | |||||
Interest rate of debt, stated percentage | 2.625% | |||||
Repurchased amount of debt | $ 3,600,000 | $ 287,400,000 | ||||
Loss on debt extinguishment | $ (100,000) |
Debt and Interest Rate Swaps 69
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) | Jan. 26, 2017USD ($) | Jul. 02, 2014USD ($)subsidiary | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | |||||||
Loss on debt extinguishment | $ 108,000 | $ 0 | $ 2,815,000 | |||||
Loss on debt modification | 929,000 | 0 | 0 | |||||
Proceeds from revolving credit facility | 0 | $ 0 | 100,000,000 | |||||
Term Loan A Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 5 years | |||||||
Debt issued | $ 125,000,000 | |||||||
Term Loan B Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 7 years | |||||||
Debt issued | $ 700,000,000 | |||||||
Loss on debt extinguishment | 100,000 | |||||||
Loss on debt modification | $ 900,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 5 years | |||||||
Maximum borrowing capacity | $ 175,000,000 | |||||||
LIBOR [Member] | Term Loan B Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate (percent) | 3.00% | |||||||
LIBOR floor | 0.75% | |||||||
Prime Rate [Member] | Term Loan B Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate (percent) | 2.00% | |||||||
Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | $ (2,800,000) | |||||||
Line of Credit [Member] | Refinancing Agreement No.1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issued | $ 682,500,000 | |||||||
Quarterly principal payments | $ 1,750,000 | |||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving credit facility | $ 100,000,000 | |||||||
Line of Credit [Member] | Term Loan A Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Voluntary principal repayments | $ 75,000,000 | $ 50,000,000 | ||||||
Line of Credit [Member] | LIBOR [Member] | Refinancing Agreement No.1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate (percent) | 2.50% | |||||||
Line of Credit [Member] | Prime Rate [Member] | Refinancing Agreement No.1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate (percent) | 1.50% | |||||||
Line of Credit [Member] | Minimum [Member] | LIBOR [Member] | Refinancing Agreement No.1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate (percent) | 0.75% |
Debt and Interest Rate Swaps 70
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 7,000 | |
2,019 | 352,000 | |
2,020 | 7,000 | |
2,021 | 654,548 | |
Total | $ 1,020,548 | $ 1,027,548 |
Debt and Interest Rate Swaps 71
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Income (loss) on interest rate swaps | $ 1,859 | $ (3,884) | $ (13,368) | ||
Not Designated as Hedging Instrument [Member] | $215M May 2012 [Member] | Long [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fixed interest rate (percent) | 2.11% | 0.65% | |||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $215M May 2012 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of interest rate swaps | 0 | 215,000 | |||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M June 2013 Swaps [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of interest rate swaps | $ 250,000 | 250,000 | |||
Fixed interest rate (percent) | 2.23% | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $125M September 2014 Swaps [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of interest rate swaps | $ 125,000 | 125,000 | |||
Fixed interest rate (percent) | 2.66% | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M September 2014 Swaps [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount of interest rate swaps | $ 200,000 | $ 200,000 | |||
Fixed interest rate (percent) | 2.93% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, shares in Millions | May 03, 2017USD ($) | Mar. 27, 2017USD ($) | Jan. 27, 2017USD ($) | Nov. 15, 2016shares | Jul. 20, 2016USD ($) | May 10, 2016USD ($) | Apr. 30, 2017USD ($) | Nov. 30, 2016shares | Oct. 31, 2016USD ($) | Aug. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 11, 2017petition |
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts and labor | 90 days | ||||||||||||||||
Accrued warranty | $ 500 | $ 200 | $ 500 | ||||||||||||||
Extended warranty deferred revenue | 2,000 | 600 | 2,000 | ||||||||||||||
Deferred costs | 200 | 100 | 200 | ||||||||||||||
Rent expense | 15,400 | 13,300 | $ 12,300 | ||||||||||||||
Payments for previous acquisition | $ 117,030 | $ 0 | $ 0 | ||||||||||||||
Settlement amount offered | $ 5,000 | ||||||||||||||||
Threatened Litigation [Member] | Unpaid Royalties [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Alleged unpaid royalties sought | $ 20,900 | $ 11,500 | |||||||||||||||
Unpaid interest on alleged unpaid royalties | $ 11,800 | ||||||||||||||||
Additional demand for alleged unpaid royalties | $ 9,500 | ||||||||||||||||
Settled Litigation [Member] | Dreihaus Entities [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 1.9 | ||||||||||||||||
Settled Litigation [Member] | Fir Tree Entities [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 7.2 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts | 91 days | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts | 365 days | ||||||||||||||||
Lifetime Subscription [Member] | Minimum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts and labor | 2 years | ||||||||||||||||
Lifetime Subscription [Member] | Maximum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts and labor | 3 years | ||||||||||||||||
Inventories [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Total purchase commitments | $ 5,300 | ||||||||||||||||
Accrued purchase commitments | $ 1,100 | ||||||||||||||||
MSO [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Product warranty period for parts and labor | 3 years | ||||||||||||||||
DISH Network L.L.C. [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
License agreement term | 10 years | ||||||||||||||||
Unconditional purchase obligation due in next 12 months | $ 60,300 | ||||||||||||||||
Payments for licenses | $ 30,300 | $ 15,000 | $ 15,000 | ||||||||||||||
TiVo Solutions [Member] | Settled Litigation [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Alleged unpaid royalties sought | $ 14,500 | ||||||||||||||||
TiVo Solutions [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 9.1 | ||||||||||||||||
TiVo Solutions [Member] | Settled Litigation [Member] | Dissenting Holders [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Number of claims | petition | 2 | ||||||||||||||||
Payments for previous acquisition | $ 117,000 | $ 117,000 | |||||||||||||||
Retainer Fees [Member] | TiVo Solutions [Member] | Settled Litigation [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Annual retainer fees | 300 | ||||||||||||||||
Alleged unpaid royalties sought | $ 1,400 | ||||||||||||||||
TiVo Acquisition litigation | $ 700 |
Commitments and Contingencies73
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 18,861 |
2,019 | 16,003 |
2,020 | 14,143 |
2,021 | 13,286 |
2,022 | 12,309 |
Thereafter | 35,908 |
Gross future minimum lease payments | 110,510 |
Less: Sublease receipts | (49,349) |
Net future minimum lease payments | $ 61,161 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 14, 2017 | Sep. 07, 2016 | Mar. 04, 2015 | |
Class of Stock [Line Items] | |||||||||||
Common stock (in shares) | 122,116,000 | 122,116,000 | 120,061,000 | ||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 32,079,000 | 29,625,000 | 27,615,000 | ||||||||
Share price (in us dollars per share) | $ 15.60 | $ 15.60 | |||||||||
Authorized stock repurchase amount | $ 150,000,000 | ||||||||||
Remaining number of shares authorized to be repurchased | $ 150,000,000 | $ 150,000,000 | |||||||||
Stock repurchase (in shares) | 0 | 0 | 9,500,000 | ||||||||
Stock repurchases | $ 150,168,000 | ||||||||||
Tax withholding for share-based compensation | $ 15,094,000 | $ 14,067,000 | $ 147,000 | ||||||||
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0 | $ 0 | ||||
Dividend payments | $ 87,108,000 | $ 0 | $ 0 | ||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Tax withholding for share-based compensation (shares) | 800,000 | 700,000 | 15,000 | ||||||||
Tax withholding for share-based compensation | $ 15,100,000 | $ 14,100,000 | $ 100,000 | ||||||||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Initial conversion price (in usd per share) | 27.7569 | $ 27.7569 | $ 28.9044 | ||||||||
Performance-based Restricted Stock Units [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 400,000 | 700,000 | 900,000 | ||||||||
Warrants to Purchase Common Stock [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | 38.5512 | $ 38.5512 | $ 40.1450 | ||||||||
TiVo Solutions [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Dissenting shares outstanding (in shares) | 9,100,000 | ||||||||||
TiVo Corporation [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Initial conversion price (in usd per share) | $ 37.5867 | $ 37.5867 | $ 39.12 | ||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in us dollars per share) | $ 22.42 | ||||||||||
Dissenting shares outstanding (in shares) | 3,500,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||||||||||
Weighted average shares used in computing basic per share amounts | 121,427 | 120,935 | 120,209 | 118,813 | 117,394 | 91,131 | 82,110 | 81,375 | 120,355 | 93,064 | 84,133 |
Dilutive effect of equity-based compensation awards | 0 | 1,198 | 0 | ||||||||
Weighted average shares used in computing diluted per share amounts | 122,362 | 120,935 | 120,209 | 118,813 | 119,298 | 92,144 | 82,110 | 81,375 | 120,355 | 94,262 | 84,133 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 32,079 | 29,625 | 27,615 |
Restricted Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 4,567 | 1,741 | 2,861 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 2,850 | 3,448 | 4,133 |
Convertible Notes Payable [Member] | 2020 Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,429 | 11,936 | 9,876 |
Convertible Notes Payable [Member] | 2021 Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 1 | 564 | 0 |
Convertible Notes Payable [Member] | 2040 Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 0 | 0 | 869 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,232 | 11,936 | 9,876 |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)purchase_periodshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ | $ 52,561 | $ 47,670 | $ 42,647 |
Unrecognized compensation cost | $ | $ 73,700 | ||
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years 5 months | ||
Total intrinsic value of options exercised | $ | $ 2,100 | $ 2,100 | $ 400 |
Stock Options [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Expected dividend yield (percent) | 0.00% | 0.00% | |
Restricted Stock [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of shares awarded and unvested | 0.6 | ||
Aggregate fair value of vested restricted stock | $ | $ 48,600 | $ 46,700 | $ 25,100 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of shares awarded and unvested | 5.3 | ||
Performance-based Restricted Stock Units [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Expected dividend yield (percent) | 4.00% | 0.00% | 0.00% |
Number of shares awarded and unvested | 1.2 | ||
Performance-Based Restricted Stock Awards [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Award requisite service period | 3 years | ||
Potential shares to be issued upon vesting (percent) | 200.00% | ||
ESPP Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares reserved for issuance | 5.8 | ||
Shares available for issuance | 5.8 | ||
Number of purchase periods | purchase_period | 4 | ||
Offering purchase period | 6 months | ||
Offering period | 24 months | ||
Percentage purchase price of common stock for employees | 85.00% | ||
Expected dividend yield (percent) | 2.40% | 0.00% | 0.00% |
TiVo Solutions [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ | $ 3,500 | ||
Rovi 2008 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares reserved for issuance | 30 | ||
Shares available for issuance | 11.5 | ||
Rovi 2008 Plan [Member] | Stock Options [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Vesting period (years) | 4 years | ||
Contractual term of stock options granted (years) | 7 years | ||
Award vesting rights (percent) | 25.00% | ||
TiVo 2008 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares reserved for issuance | 3.9 | ||
Shares available for issuance | 1.8 | ||
TiVo 2008 Plan [Member] | Restricted Awards [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Vesting period (years) | 4 years | ||
TiVo 2008 Plan [Member] | TiVo Solutions [Member] | Stock Options [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Vesting period (years) | 4 years | ||
Contractual term of stock options granted (years) | 7 years | ||
Award vesting rights (percent) | 25.00% | ||
TiVo 2008 Plan [Member] | TiVo Solutions [Member] | Restricted Awards [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Vesting period (years) | 3 years |
Equity-based Compensation - Ass
Equity-based Compensation - Assumptions Used To Value Equity-Based Payments (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Performance-based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 50.10% | 53.50% | 45.10% |
Expected term (years) | 3 years | 4 years 1 month 6 days | 4 years |
Risk free interest rate (percent) | 1.90% | 1.10% | 1.30% |
Expected dividend yield (percent) | 4.00% | 0.00% | 0.00% |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 55.90% | 41.00% | |
Expected term (years) | 3 years | 3 years | |
Risk free interest rate (percent) | 1.00% | 1.00% | |
Expected dividend yield (percent) | 0.00% | 0.00% | |
ESPP Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 42.00% | 55.60% | 53.00% |
Expected term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate (percent) | 1.10% | 0.60% | 0.40% |
Expected dividend yield (percent) | 2.40% | 0.00% | 0.00% |
Equity-based Compensation - Wei
Equity-based Compensation - Weighted Average Fair Value Per Share Of Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Restricted awards (in dollars per share) | $ 15.18 | $ 22.07 | $ 21.05 |
ESPP shares (in dollars per share) | $ 5.70 | 7.30 | 5.33 |
Stock options (in dollars per share) | $ 9.53 | $ 9.03 | |
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 52,561 | $ 47,670 | $ 42,647 |
Pre-tax equity-based compensation, included in restructuring expense | $ 2,663 | $ 14,951 | $ 0 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted-Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 15.18 | $ 22.07 | $ 21.05 |
Restricted Awards [Member] | |||
Restricted Awards (In Thousands) | |||
Beginning Balance (in shares) | 5,162 | ||
Granted (in shares) | 3,949 | ||
Vested (in shares) | (2,581) | ||
Forfeited (in shares) | (631) | ||
Ending Balance (in shares) | 5,899 | 5,162 | |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 21.80 | ||
Granted (in dollars per share) | 15.18 | ||
Vested (in dollars per share) | 21.12 | ||
Forfeited (in dollars per share) | 19.70 | ||
Ending Balance (in dollars per share) | $ 17.78 | $ 21.80 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Options | |
Beginning Balance (in shares) | shares | 3,938 |
Exercised (in shares) | shares | (470) |
Forfeitures and canceled (in shares) | shares | (1,100) |
Ending Balance (in shares) | shares | 2,368 |
Vested and expected to vest (in shares) | shares | 2,347 |
Exercisable (in shares) | shares | 2,084 |
Weighted-Average Exercise Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 28.21 |
Exercised (in dollars per share) | $ / shares | 14.58 |
Forfeitures and cancellations (in dollars per share) | $ / shares | 36.32 |
Ending Balance (in dollars per share) | $ / shares | 27.16 |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | $ / shares | 27.19 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 27.61 |
Weighted-Average Remaining Contractual Term | |
Weighted-Average Remaining Contractual Term, Outstanding | 2 years 6 months |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 2 years 5 months |
Weighted-Average Remaining Contractual Term, Exercisable | 2 years 2 months |
Aggregate Intrinsic Value (In Thousands) | |
Aggregate Intrinsic Value, Outstanding | $ | $ 46 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 46 |
Aggregate Intrinsic Value, Exercisable | $ | $ 45 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Unrecognized tax benefits that would impact effective tax rate | $ 3,900 | $ 4,900 | ||
Interest and penalties | (100) | (200) | $ 1,000 | |
Accrued interest and penalties | 700 | 800 | ||
State tax settlement | 4,000 | |||
Decrease in deferred tax asset due to Tax Act of 2017 | 105,000 | |||
Tax Act of 2017 | (26,551) | 0 | 0 | |
Estimated Transition Tax | 33,800 | |||
Federal [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | 235,800 | 65,100 | 99,500 | |
State [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | $ 35,200 | 13,500 | $ 20,100 | |
Pre-Filing Closing Agreement [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Ordinary tax loss from sale of business | $ 2,400,000 | |||
TiVo Solutions [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Income tax benefit due to change in deferred tax asset valuation | $ (86,100) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Federal net operating losses | $ 187,003 | $ 331,365 | ||
Tax credit carryforwards | 151,707 | 151,687 | ||
State net operating losses and credits | 102,077 | 77,113 | ||
Accrued liabilities | 22,771 | 37,163 | ||
Deferred revenue | 22,699 | 26,256 | ||
Equity-based compensation | 6,185 | 20,892 | ||
Capital and other losses | 14,300 | 25,276 | ||
Other | 10,541 | 15,876 | ||
Gross deferred tax assets | 517,283 | 685,628 | ||
Valuation allowance | (390,161) | (428,778) | $ (449,694) | $ (409,559) |
Net deferred tax assets | 127,122 | 256,850 | ||
Deferred tax liabilities: | ||||
Intangible assets | (175,731) | (332,892) | ||
Gross deferred tax liabilities | (175,731) | (332,892) | ||
Net deferred tax liabilities | $ (48,609) | $ (76,042) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Other long-term assets | $ 1,747 | $ 1,412 |
Deferred tax liabilities, net | (50,356) | (77,454) |
Net deferred tax liabilities | $ (48,609) | $ (76,042) |
Income Taxes - Deferred Tax A85
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Asset from Continuing Operations | $ 187,003 | $ 331,365 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Carryforward Amount | 1,036,183 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Carryforward Amount | $ 1,184,488 |
Income Taxes - Tax Credits (Det
Income Taxes - Tax Credits (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Federal [Member] | Research and Development [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 61,321 |
State [Member] | Research and Development [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | 61,735 |
Foreign [Member] | Tax Credits [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 105,100 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Deferred Tax Asset, Valuation Allowance | |||
Balance at beginning of period | $ (428,778) | $ (449,694) | $ (409,559) |
Additions | (66,578) | (12,971) | (57,902) |
Assumed in acquisition | 0 | (52,243) | 0 |
Deductions resulting from business combination | 195 | 86,130 | 0 |
Deductions resulting from Tax Act of 2017 | 105,000 | 0 | 0 |
Other deductions, net | 0 | 0 | 17,767 |
Balance at end of period | $ (390,161) | $ (428,778) | $ (449,694) |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 83,055 | $ 60,346 | $ 134,962 |
Assumed in acquisition | 365 | 21,441 | 0 |
Tax positions related to the current year | 6,263 | 1,032 | 963 |
Tax positions related to prior years | 2,091 | 3,651 | 1,385 |
Tax positions related to prior years | (2,232) | (1,047) | (2,874) |
Tax Act of 2017 | (15,282) | 0 | 0 |
Audit settlements | 0 | (161) | (69,816) |
Statute of limitations lapses | (1,242) | (2,072) | (3,690) |
Foreign currency | 62 | ||
Foreign currency | (135) | (584) | |
Balance at end of period | $ 73,080 | $ 83,055 | $ 60,346 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (55,846) | $ (32,843) | $ (2,456) |
Rest of the world | 7,611 | 8,407 | 11,919 |
(Loss) income from continuing operations before income taxes | $ (48,235) | $ (24,436) | $ 9,463 |
Income Taxes - Components of 90
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 906 | 3,380 | (1,998) |
Foreign | 16,329 | 20,952 | 11,132 |
Total current income tax expense | 17,235 | 24,332 | 9,134 |
Deferred: | |||
Federal | (24,579) | (83,059) | 2,081 |
State | (1,947) | (2,875) | 2,127 |
Foreign | (988) | (83) | 413 |
Total deferred income tax benefit (expense) | (27,514) | (86,017) | 4,621 |
Income tax (benefit) expense | $ (10,279) | $ (61,685) | $ 13,755 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax | $ (16,882) | $ (8,553) | $ 3,312 |
State income tax, net of federal benefit | (397) | 434 | 4,029 |
Foreign income tax rate differential | (748) | (1,713) | (2,992) |
Foreign withholding tax | 13,849 | 20,571 | 9,724 |
Repatriation of foreign income, deemed and actual | 1,526 | 4,573 | 477 |
Change in unrecognized tax benefits | (704) | (1,203) | (4,515) |
Change in valuation allowance | 12,511 | (81,614) | 5,463 |
Equity-based compensation | (976) | 2,696 | 1,972 |
Tax settlements | 0 | 166 | (3,437) |
Transaction-related costs | 5,724 | 2,753 | 0 |
Entity rationalization | 2,369 | 0 | 0 |
Tax Act of 2017 | (26,551) | 0 | 0 |
Other, net | 0 | 205 | (278) |
Income tax (benefit) expense | $ (10,279) | $ (61,685) | $ 13,755 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Revenues, net | $ 214,236 | $ 197,898 | $ 208,558 | $ 205,764 | $ 252,343 | $ 153,121 | $ 125,245 | $ 118,384 | $ 826,456 | $ 649,093 | $ 526,271 |
Adjusted Operating Expenses | 536,314 | 388,022 | 310,971 | ||||||||
Adjusted EBITDA | 290,142 | 261,071 | 215,300 | ||||||||
Depreciation | 22,144 | 18,698 | 17,410 | ||||||||
Amortization of intangible assets | 166,657 | 104,989 | 76,982 | ||||||||
Restructuring and asset impairment charges | 1,425 | 3,710 | 9,374 | 4,539 | 2,672 | 22,311 | 0 | 2,333 | 19,048 | 27,316 | 2,160 |
Equity-based compensation | 52,561 | 47,670 | 42,647 | ||||||||
Transaction, transition and integration costs | 20,364 | 39,950 | 0 | ||||||||
Earnout amortization and settlement | 3,833 | 2,467 | 0 | ||||||||
CEO transition cash costs | 4,305 | 0 | 0 | ||||||||
Remeasurement of contingent consideration | (1,023) | (1,614) | (860) | ||||||||
Gain on settlement of acquired receivable | (2,537) | 0 | 0 | ||||||||
Change in franchise tax reserve | 0 | 154 | 859 | ||||||||
Contested proxy election costs | 0 | 0 | 4,346 | ||||||||
Operating income | $ 2,944 | $ (1,552) | $ 8,743 | $ (5,345) | $ 19,901 | $ (20,035) | $ 10,178 | $ 11,397 | 4,790 | 21,441 | 71,756 |
Interest expense | (42,756) | (43,681) | (46,826) | ||||||||
Interest income and other, net | 2,915 | 1,688 | 716 | ||||||||
Income (loss) on interest rate swaps | 1,859 | (3,884) | (13,368) | ||||||||
TiVo Acquisition litigation | (14,006) | 0 | 0 | ||||||||
Loss on debt extinguishment | (108) | 0 | (2,815) | ||||||||
Loss on debt modification | (929) | 0 | 0 | ||||||||
(Loss) income from continuing operations before income taxes | (48,235) | (24,436) | 9,463 | ||||||||
Operating Segments [Member] | Product [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 423,516 | 301,676 | 244,449 | ||||||||
Adjusted Operating Expenses | 377,107 | 251,529 | 195,364 | ||||||||
Adjusted EBITDA | 46,409 | 50,147 | 49,085 | ||||||||
Operating Segments [Member] | Product [Member] | Platform Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 334,004 | 205,395 | 137,814 | ||||||||
Operating Segments [Member] | Product [Member] | Software and Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 84,964 | 83,811 | 84,956 | ||||||||
Operating Segments [Member] | Product [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 4,548 | 12,470 | 21,679 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 402,940 | 347,417 | 281,822 | ||||||||
Adjusted Operating Expenses | 97,059 | 79,820 | 60,926 | ||||||||
Adjusted EBITDA | 305,881 | 267,597 | 220,896 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | US Pay TV Providers [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 278,973 | 222,346 | 174,397 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | Consumer Electronics Manufacturers [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 51,219 | 46,145 | 51,871 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | New Media, International Pay TV Providers and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 72,748 | 78,926 | 55,554 | ||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted Operating Expenses | 62,148 | 56,673 | 54,681 | ||||||||
Adjusted EBITDA | $ (62,148) | $ (56,673) | $ (54,681) |
Geographic Information - Schedu
Geographic Information - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets | |||||||||||
Total Revenue | $ 214,236 | $ 197,898 | $ 208,558 | $ 205,764 | $ 252,343 | $ 153,121 | $ 125,245 | $ 118,384 | $ 826,456 | $ 649,093 | $ 526,271 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Total Revenue | 616,883 | 469,325 | 345,260 | ||||||||
Rest of the World [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Total Revenue | $ 209,573 | $ 179,768 | $ 181,011 |
Geographic Information - Sche94
Geographic Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets | ||
Property and equipment, net | $ 55,244 | $ 48,372 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets | ||
Property and equipment, net | 46,756 | 45,908 |
Rest of the World [Member] | ||
Revenues from External Customers and Long-Lived Assets | ||
Property and equipment, net | $ 8,488 | $ 2,464 |
India [Member] | Property and Equipment, Net [Member] | ||
Revenues from External Customers and Long-Lived Assets | ||
Concentration risk (percent) | 13.00% |
Quarterly Financial Data (Una95
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues, net | $ 214,236 | $ 197,898 | $ 208,558 | $ 205,764 | $ 252,343 | $ 153,121 | $ 125,245 | $ 118,384 | $ 826,456 | $ 649,093 | $ 526,271 |
Restructuring and asset impairment charges | 1,425 | 3,710 | 9,374 | 4,539 | 2,672 | 22,311 | 0 | 2,333 | 19,048 | 27,316 | 2,160 |
Operating income (loss) from continuing operations | 2,944 | (1,552) | 8,743 | (5,345) | 19,901 | (20,035) | 10,178 | 11,397 | 4,790 | 21,441 | 71,756 |
(Loss) income from continuing operations, net of tax | 9,870 | 54,439 | (9,408) | (17,652) | (37,956) | 37,249 | (4,292) | ||||
Loss from discontinued operations, net of tax | (71) | (4,517) | 0 | 0 | 0 | (4,588) | 0 | ||||
Net (loss) income | $ 18,439 | $ (16,963) | $ (4,771) | $ (34,661) | $ 9,799 | $ 49,922 | $ (9,408) | $ (17,652) | $ (37,956) | $ 32,661 | $ (4,292) |
Continuing operations (in dollars per share) | $ 0.08 | $ 0.60 | $ (0.11) | $ (0.22) | $ (0.32) | $ 0.40 | $ (0.05) | ||||
Discontinued operations (in dollars per share) | 0 | (0.05) | 0 | 0 | 0 | (0.05) | 0 | ||||
Basic (loss) earnings per share (in dollars per share) | $ 0.15 | $ (0.14) | $ (0.04) | $ (0.29) | $ 0.08 | $ 0.55 | $ (0.11) | $ (0.22) | $ (0.32) | $ 0.35 | $ (0.05) |
Weighted average shares used in computing basic per share amounts (in shares) | 121,427 | 120,935 | 120,209 | 118,813 | 117,394 | 91,131 | 82,110 | 81,375 | 120,355 | 93,064 | 84,133 |
Continuing operations (in dollars per share) | $ 0.08 | $ 0.59 | $ (0.11) | $ (0.22) | $ (0.32) | $ 0.40 | $ (0.05) | ||||
Discontinued operations (in dollars per share) | 0 | (0.05) | 0 | 0 | 0 | (0.05) | 0 | ||||
Diluted (loss) earnings per share (in dollars per share) | $ 0.15 | $ (0.14) | $ (0.04) | $ (0.29) | $ 0.08 | $ 0.54 | $ (0.11) | $ (0.22) | $ (0.32) | $ 0.35 | $ (0.05) |
Weighted average shares used in computing diluted per share amounts (in shares) | 122,362 | 120,935 | 120,209 | 118,813 | 119,298 | 92,144 | 82,110 | 81,375 | 120,355 | 94,262 | 84,133 |
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0 | $ 0 |