Document and Entity Information
Document and Entity Information - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 123,776 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 132,190 | $ 128,965 |
Short-term marketable securities | 165,118 | 140,866 |
Accounts receivable, net | 190,167 | 180,768 |
Inventory | 10,234 | 11,581 |
Prepaid expenses and other current assets | 39,251 | 40,719 |
Total current assets | 536,960 | 502,899 |
Long-term marketable securities | 57,981 | 82,711 |
Property and equipment, net | 53,672 | 55,244 |
Intangible assets, net | 561,092 | 643,924 |
Goodwill | 1,813,314 | 1,813,227 |
Other long-term assets | 57,646 | 65,673 |
Total assets | 3,080,665 | 3,163,678 |
Current liabilities: | ||
Accounts payable and accrued expenses | 99,780 | 135,852 |
Unearned revenue | 45,050 | 55,393 |
Current portion of long-term debt | 7,000 | 7,000 |
Total current liabilities | 151,830 | 198,245 |
Taxes payable, less current portion | 3,936 | 3,947 |
Unearned revenue, less current portion | 53,966 | 58,283 |
Long-term debt, less current portion | 980,516 | 976,095 |
Deferred tax liabilities, net | 51,328 | 50,356 |
Other long-term liabilities | 14,555 | 23,736 |
Total liabilities | 1,256,131 | 1,310,662 |
Commitments and contingencies (Note 11) | ||
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; 124,528 shares issued and 122,971 shares outstanding as of June 30, 2018; and 123,385 shares issued and 122,116 shares outstanding as of December 31, 2017 | 125 | 123 |
Treasury stock, 1,557 shares and 1,269 shares as of June 30, 2018 and December 31, 2017, respectively, at cost | (28,925) | (24,740) |
Additional paid-in capital | 3,257,093 | 3,273,022 |
Accumulated other comprehensive loss | (4,233) | (2,738) |
Accumulated deficit | (1,399,526) | (1,392,651) |
Total stockholders’ equity | 1,824,534 | 1,853,016 |
Total liabilities and stockholders’ equity | $ 3,080,665 | $ 3,163,678 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 124,528,000 | 123,385,000 |
Common Stock, shares outstanding | 122,971,000 | 122,116,000 |
Treasury Stock, shares | (1,557,000) | (1,269,000) |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues, net: | ||||
Total Revenues, net | $ 172,860 | $ 208,558 | $ 362,697 | $ 414,322 |
Costs and expenses: | ||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 42,583 | 39,281 | 85,798 | 81,587 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 4,989 | 11,767 | 10,040 | 25,988 |
Research and development | 43,411 | 46,592 | 91,841 | 95,514 |
Selling, general and administrative | 42,957 | 45,741 | 94,039 | 99,690 |
Depreciation | 5,773 | 5,382 | 10,914 | 10,854 |
Amortization of intangible assets | 40,809 | 41,678 | 82,221 | 83,378 |
Restructuring and asset impairment charges | 1,101 | 9,374 | 5,647 | 13,913 |
Total costs and expenses | 181,623 | 199,815 | 380,500 | 410,924 |
Operating (loss) income | (8,763) | 8,743 | (17,803) | 3,398 |
Interest expense | (12,171) | (10,573) | (23,805) | (20,837) |
Interest income and other, net | 544 | 2,823 | 2,110 | 2,760 |
Gain (loss) on interest rate swaps | 1,841 | (1,856) | 6,152 | (1,335) |
TiVo Acquisition litigation | 0 | 0 | 0 | (12,906) |
Loss on debt extinguishment | 0 | 0 | 0 | (108) |
Loss on debt modification | 0 | 0 | 0 | (929) |
Loss from continuing operations before income taxes | (18,549) | (863) | (33,346) | (29,957) |
Income tax expense | 4,319 | 3,908 | 8,536 | 9,475 |
Loss from continuing operations, net of tax | (22,868) | (4,771) | (41,882) | (39,432) |
Income from discontinued operations, net of tax | 2,298 | 0 | 3,595 | 0 |
Net loss | $ (20,570) | $ (4,771) | $ (38,287) | $ (39,432) |
Basic loss per share: | ||||
Continuing operations (in dollars per share) | $ (0.19) | $ (0.04) | $ (0.34) | $ (0.33) |
Discontinued operations (in dollars per share) | 0.02 | 0 | 0.03 | 0 |
Basic loss per share (in dollars per share) | $ (0.17) | $ (0.04) | $ (0.31) | $ (0.33) |
Weighted average shares used in computing basic per share amounts (in shares) | 122,713 | 120,209 | 122,399 | 119,515 |
Diluted loss per share: | ||||
Continuing operations (in dollars per share) | $ (0.19) | $ (0.04) | $ (0.34) | $ (0.33) |
Discontinued operations (in dollars per share) | 0.02 | 0 | 0.03 | 0 |
Diluted loss per share (in dollars per share) | $ (0.17) | $ (0.04) | $ (0.31) | $ (0.33) |
Weighted average shares used in computing diluted per share amounts (in shares) | 122,713 | 120,209 | 122,399 | 119,515 |
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 |
Licensing, Services and Software [Member] | ||||
Revenues, net: | ||||
Total Revenues, net | $ 169,554 | $ 198,964 | $ 355,712 | $ 389,514 |
Hardware [Member] | ||||
Revenues, net: | ||||
Total Revenues, net | $ 3,306 | $ 9,594 | $ 6,985 | $ 24,808 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (20,570) | $ (4,771) | $ (38,287) | $ (39,432) |
Other comprehensive (loss) income, net of tax: | ||||
Change in foreign currency translation adjustment | (2,712) | 1,272 | (1,603) | 3,127 |
Change in unrealized gains (losses) on marketable securities | 225 | 47 | (108) | 269 |
Less: Reclassification adjustment on sale | 0 | 0 | 216 | 0 |
Other comprehensive (loss) income, net of tax | (2,487) | 1,319 | (1,495) | 3,396 |
Comprehensive loss | $ (23,057) | $ (3,452) | $ (39,782) | $ (36,036) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (38,287) | $ (39,432) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Income from discontinued operations, net of tax | (3,595) | 0 |
Depreciation | 10,914 | 10,854 |
Amortization of intangible assets | 82,221 | 83,378 |
Amortization of convertible note discount and note issuance costs | 7,674 | 7,299 |
Restructuring and asset impairment charges | 5,647 | 13,913 |
Equity-based compensation | 18,755 | 25,774 |
Change in fair value of interest rate swaps | (8,505) | (3,200) |
TiVo Acquisition litigation | 0 | 12,906 |
Loss on debt extinguishment | 0 | 108 |
Loss on debt modification | 0 | 929 |
Deferred income taxes | (298) | 1,592 |
Other operating, net | 2,248 | (3,672) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 14,335 | (36,193) |
Inventory | 1,347 | 2,267 |
Prepaid expenses and other current assets and other long-term assets | 2,942 | (23,063) |
Accounts payable and accrued expenses and other long-term liabilities | (28,976) | (29,502) |
Taxes payable | (1,178) | 2,129 |
Unearned revenue | (3,452) | (1,027) |
Net cash provided by operating activities of continuing operations | 61,792 | 25,060 |
Net cash provided by operating activities of discontinued operations | 0 | 0 |
Net cash provided by operating activities | 61,792 | 25,060 |
Cash flows from investing activities: | ||
Payments for purchase of short- and long-term marketable securities | (89,012) | (99,688) |
Proceeds from sales or maturities of short- and long-term marketable securities | 89,583 | 122,180 |
Return of cash paid for TiVo Acquisition | 0 | 25,143 |
Payment to Dissenting Holders in TiVo Acquisition | 0 | (117,030) |
Payments for purchase of property and equipment | (14,165) | (13,119) |
Payments for purchase of patents | 0 | (2,000) |
Other investing, net | 15 | (48) |
Net cash used in investing activities | (13,579) | (84,562) |
Cash flows used in financing activities: | ||
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 681,552 |
Principal payments on long-term debt | (3,500) | (686,000) |
Payments for dividends | (44,348) | (43,349) |
Payments for withholding taxes related to net settlement of restricted awards | (4,185) | (11,280) |
Proceeds from employee stock purchase plan and exercise of employee stock options | 7,575 | 14,366 |
Net cash used in financing activities | (44,458) | (44,711) |
Effect of exchange rate changes on cash and cash equivalents | (530) | 1,481 |
Net increase (decrease) in cash and cash equivalents | 3,225 | (102,732) |
Cash and cash equivalents at beginning of period | 128,965 | 192,627 |
Cash and cash equivalents at end of period | $ 132,190 | $ 89,895 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 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 the Company's 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, the Company sells a suite of DVR and whole home media products and services directly to retail consumers. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . The Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Comprehensive Loss and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018 , for any future year, or for any other future interim period. The accompanying Condensed 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. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with 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. Concentrations of Risk The TiVo service is enabled using 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. Accounts Receivable The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection. A receivable related to revenue recognized for multi-year licenses is recognized when the Company has an unconditional right to invoice and receive payment in the future related to those licenses. Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days . When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component. As the primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, significant financing components are generally not identified in the Company’s contracts with customers. 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. Contract Assets Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. These contract assets are reclassified to Accounts receivable, net when the right to payment become unconditional. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. The incremental costs of obtaining a contract with a customer are recognized as an asset when the expected period of benefit is one year or more. The incremental costs of obtaining a contract with a customer are amortized on a straight-line basis over a period of time commensurate with the period of benefit, generally three to five years, which considers the transfer of goods or services to which the assets relate, technological developments during the period of benefit, customer history and other factors. The period of benefit is generally the estimated life of the customer relationship if renewals are expected, and may exceed the contract term. Amortization of the capitalized incremental costs of obtaining a contract with a customer is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations . Contract assets are classified as current or noncurrent in the Condensed Consolidated Balance Sheets based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews. Contract Liabilities, including Unearned Revenue Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions to the TiVo service and multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. Unearned revenue arises when cash payments are received or due, including amounts which are refundable, in advance of performance. Contract liabilities exclude amounts expected to be refunded. Payment terms and conditions vary by contract type, location of customer and the products or services offered. For certain products or services and customer types, payment before the products or services are delivered to the customer is required. Revenue Recognition General Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of taxes collected from customers which are subsequently remitted to governmental authorities. Depending on the terms of the contract, a portion of the consideration received may be deferred because of a requirement to satisfy a future obligation. Stand-alone selling price for separate performance obligations is based on observable prices charged to customers for goods or services sold separately or the cost-plus-a-margin approach when observable prices are not available, considering overall pricing objectives. Arrangements with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Condensed Consolidated Statements of Operations during a given period. Contract Modifications Contracts may be modified due to changes in contract specifications or customer requirements. Contract modifications occur when the change in terms either creates new enforceable rights and obligations or changes existing enforceable rights and obligations. The effect of a contract modification for goods and services that are not distinct in the context of the contract on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract modifications that result in goods or services that are distinct from the previously existing contract are accounted for prospectively. Variable Consideration When a contract with a customer includes a variable transaction price, an estimate of the consideration to which the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach. Under either approach to estimating variable consideration, the estimate considers all information (historical, current and forecast) that is reasonably available at contract inception. The amount of variable consideration is estimated at contract inception and updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. Certain payments to retailers and distributors, such as market development funds and revenue shares, are treated as a reduction of the transaction price, and therefore revenue, rather than Selling, general and administrative expense. The reduction of revenue is recognized at the later of when revenue is recognized for the transfer of the related goods or services to the customer or when the Company pays or promises to pay the consideration. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of intellectual property, or when a license of intellectual property is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Significant Judgments Determining whether promises to transfer multiple goods and services in contracts with customers are considered distinct performance obligations that should be accounted for separately requires significant judgment, including related to the level of integration and interdependency between the performance obligations. In addition, judgment is necessary to allocate the transaction price to the distinct performance obligations, including whether there is a discount or significant financing component to be allocated based on the relative stand-alone selling price of the various performance obligations. Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation when an observable price is not available. In instances where stand-alone selling price is not directly observable, such as when the Company does not sell the good or service separately, the stand-alone selling price is determined using a range of inputs that includes market conditions and other observable inputs. More than one stand-alone selling price may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. Due to the nature of the work required to be performed on some performance obligations, significant judgment may be required to determine the transaction price. It is common for the Company's license agreements to contain provisions that can either increase or decrease the transaction price. These variable amounts are generally estimated based on usage or the achievement of performance metrics. In addition to estimating variable consideration, significant judgment is necessary to identify forms of variable consideration, determine whether the variable consideration relates to a sales-based or usage-based royalty of intellectual property and the determination of whether and when to include estimates of variable consideration in the transaction price. Some hardware products are sold with a right of return and in other circumstances, other credits or incentives may be provided such as consideration (sales incentives) given to customers or resellers, which are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns, credits and incentives are made at contract inception and updated each reporting period. In contracts 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 software, the Company recognizes revenue as progress toward completion occurs using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Significant judgment is required to estimate the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement. On an ongoing basis, management evaluates its estimates, inputs and assumptions related to revenue recognition. Using different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operations for the reporting period. Nature of goods and services The following is a discussion of the principal activities from which the Company generates its revenue. Patent Licensing Agreements The Company licenses its discovery patent portfolio to traditional pay TV providers, virtual service providers, OTT video providers, CE manufacturers and others. The Company licenses its patented technology portfolio under two revenue models: (i) fixed fee arrangements and (ii) per-unit royalty licenses. The Company's long-term fixed-fee license agreements provide rights to future patented technologies over the term of the agreement that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the agreement. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the related license agreement. At times, the Company enters into license agreements in which a licensee is released from past patent infringement claims and is granted a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company allocates the transaction price between the release for past patent infringement claims and the future license. In determining the stand-alone selling price 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 geographies these units were shipped, the number of units expected to be shipped in the future and in what geographies these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in the same geographies. As the release from past patent infringement claims is generally satisfied at execution of the agreement, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the agreement is executed and the amount of transaction price allocated to the future license is recognized ratably over the future license term. The Company recognizes 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 sales are subsequently reported by its licensees, which is generally in the month or quarter following usage or shipment. The Company generally recognizes revenue from per-unit royalty licenses on a per-subscriber per-month model for licenses with service providers and a per-unit shipped model for licenses with CE manufacturers. Arrangements with Multiple System Operators for the TiVo Service The Company's arrangements with multiple system operators ("MSOs") typically include software customization and set-up services, associated maintenance and support, limited training, post-contract support, TiVo-enabled 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. In instances where the Company hosts the TiVo service, non-refundable payments received for customization and set-up services are deferred and recognized as revenue over the contractual term. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as the related TiVo service revenue is recognized. The Company estimates the stand-alone selling prices for training, DVRs, non-DVR STBs and maintenance and support based on the price charged in stand-alone sales of the promised good or service. The stand-alone selling price for the 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. For a term license to the TiVo service, the Company receives license fees for the hosted TiVo service on either a per-subscriber per-month basis or a fixed fee. The Company recognizes revenue from per-subscriber per-month licenses during the month it provides the TiVo service to the customer and recognizes revenue from fixed fee licenses ratably over the license period. 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 as progress toward completion is made using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Project costs are primarily labor 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 and are expensed as incurred. Estimating project costs requires forecasting costs, tracking progress toward completion 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. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred for the contract. The Company generally recognizes revenue from license fees for the TiVo service that it does not host on a per-subscriber per-month basis due to the recognition constraint on intellectual property usage-based royalties. Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company's hosted products such as its i-Guide IPG, advanced search and recommendations, metadata and analytics products, including routine customer support. The Company generally receives per-subscriber per-month fees for its i-Guide IPG and search and recommendations service and revenue is recorded in the month the customer uses the service. The Company generally receives a monthly or quarterly fee from its metadata or analytics licenses for the right to use its metadata or access its analytics platform and to receive regular updates. Revenue from the Company's metadata and analytics service is recognized ratably over the contract period. Passport Revenues The Company licenses its Passport IPG software to pay TV providers in North and South America. The Company generally receives per-subscriber per-month fees for licenses to its Passport IPG software and support. Due to the usage-based royalty provisions of the revenue recognition guidance, revenue is generally recognized in the month the customer uses the software. Advertising The Company generates advertising revenue through its IPGs. 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 sales programs via the TiVo.com website and licenses the sale of TiVo-enabled DVRs through a limited number of retailers. For sales through the TiVo.com website, 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 subscription period, customers have various pricing options when they renew their subscription. Customers have the right to return the DVR within 30 days of purchase. Customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. For licensed sales of TiVo-enabled DVRs through retailers, the customer commits to either a minimum subscription period of one year or for the lifetime of the DVR. The stand-alone selling price for the TiVo service is established based on stand-alone sales of the service and varies by the length of the service period. The stand-alone selling price of the DVR is determined based on the price for which the Company would sell the DVR without any service commitment from the customer. The transaction price allocated to the DVR is recognized as revenue on delivery and the transaction price allocated to the TiVo service is recognized as revenue ratably over the service period. Subscription revenues from lifetime subscriptions are recognized ratably over the estimated useful life of the DVR associated with the subscription. The estimated useful life for a DVR depends on a number of assumptions, including, but not limited to, customer retention rates, the timing of new product introductions and historical experience. As of June 30, 2018 , the Company recognizes revenue for lifetime subscriptions over a 66 -month period. The Company periodically reassesses the estimated useful life of a DVR. When the actual useful life of the DVR materially differs from the Company's estimate, the estimated useful life of the DVR is adjusted, which could result in the recognition of revenue over a longer or shorter period of time. Shipping and handling costs associated with outbound freight after control of a DVR has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of hardware revenues, excluding depreciation and amortization of intangible assets as incurred. Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("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 was effective for the Company on January 1, 2018 and was applied on a prospective basis. Application of this guidance did not have an effect on the Condensed 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 amendment was effective for the Company on January 1, 2018 and was applied on a modified retrospective basis. Application of this guidance did not have an effect on the Condensed 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 was effective for the Company on January 1, 2018 and was applied on a retrospective basis. Application of this guidance did not have an effect on the Condensed Consolidated Financial Statements . In March 2016, the FASB provided guidance for the derecognition of prepaid stored-value product liabilities, such as gift cards. Pursuant to this guidance, among other criteria, prepaid stored-value product liabilities are eligible to be derecognized when the likelihood of redemption becomes remote. The guidance was effective for the Company on January 1, 2018 and was applied using a modified retrospective approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, of $2.2 million that reduced Accumulated deficit for prepaid stored-value product liabilities where the likelihood of redemption was deemed to be remote at the adoption date. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The core principle of the amended revenue recognition guidance 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. 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. 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 Company adopted the amended revenue and cost recognition guidance on January 1, 2018 using the modified retrospective transition approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, that reduced Accumulated deficit by $27.9 million for the effects of the amended revenue recognition guidance and reduced Accumulated deficit by $1.3 million for the effects of capitalizing incremental costs to obtain contracts with customers. The significant differences giving rise to the cumulative effect adjustments are described in Note 5 . Results for periods beginning after December 31, 2017 are presented under the amended revenue and cost recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous revenue and cost recognition policies. 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 on January 1, 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 Condensed 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 of the financial instrument. The updated guidance also amends the other-than-temporary im |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
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. TiVo Solutions ' results of operations and cash flows have been included in the Condensed Consolidated Financial Statements for periods subsequent to September 7, 2016 . 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 ("Dissenting Holders") filed a petition for appraisal pursuant to Section 262 of the Delaware General Corporation Law in the Court of Chancery of the State of Delaware (In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.)). On March 27, 2017, TiVo Corporation executed a settlement agreement with the Dissenting Holders to settle their claims 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 Condensed Consolidated Statements of Operations for the six months ended June 30, 2017 . |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations In the three and six months ended June 30, 2018 , the Company recognized Income from discontinued operations, net of tax of $2.3 million and $3.6 million , respectively, as a result of the expiration of certain indemnification obligations and the execution of settlement agreements during the period associated with previous business disposals. |
Financial Statement Details
Financial Statement Details | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Inventory (in thousands): June 30, 2018 December 31, 2017 Raw materials $ 1,020 $ 1,846 Finished goods 9,214 9,735 Inventory $ 10,234 $ 11,581 Property and equipment, net (in thousands): June 30, 2018 December 31, 2017 Computer software and equipment $ 157,149 $ 150,098 Leasehold improvements 44,794 44,981 Furniture and fixtures 9,986 9,137 Property and equipment, gross 211,929 204,216 Less: Accumulated depreciation and amortization (158,257 ) (148,972 ) Property and equipment, net $ 53,672 $ 55,244 Accounts payable and accrued expenses (in thousands): June 30, 2018 December 31, 2017 Accounts payable $ 6,597 $ 10,517 Accrued compensation and benefits 30,126 47,886 Other accrued liabilities 63,057 77,449 Accounts payable and accrued expenses $ 99,780 $ 135,852 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenues | Revenues Adoption of Amended Revenue and Cost Recognition Guidance The Company adopted the provisions of the amended revenue recognition guidance described in Note 1 using the modified retrospective transition approach on January 1, 2018. As such, the amended revenue recognition guidance was applied to those contracts which were not completed as of December 31, 2017 . Results for periods beginning after December 31, 2017 are presented under the amended revenue recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the previous revenue recognition guidance. In addition, the Company adopted amended guidance related to the capitalization and amortization of incremental costs to obtain a contract with a customer and guidance for the de-recognition of prepaid stored-value product liabilities, such as gift cards, each as described in Note 1 using the modified retrospective transition approach on January 1, 2018. The cumulative effect of these changes on the Condensed Consolidated Balance Sheets on adoption was as follows (in thousands): Contracts with Customers Costs to Obtain Contracts with Customers De-recognition of Prepaid Stored Value Product Liabilities December 31, 2017 January 1, 2018 Accounts receivable, net $ 180,768 $ 24,177 $ — $ — $ 204,945 Prepaid expenses and other current assets 40,719 (2,705 ) 525 — 38,539 Other long-term assets 65,673 (4,419 ) 819 — 62,073 Accounts payable and accrued expenses (135,852 ) — — 2,155 (133,697 ) Unearned revenue (55,393 ) 11,208 — — (44,185 ) Deferred tax liabilities, net (50,356 ) (348 ) — — (50,704 ) Accumulated deficit 1,392,651 (27,913 ) (1,344 ) (2,155 ) 1,361,239 The most significant impact of the amended revenue recognition guidance relates to the accounting for software arrangements. Under prior industry-specific software revenue recognition guidance, when the Company concluded it did not have vendor-specific objective evidence ("VSOE") of fair value for the undelivered elements of an arrangement, revenue was deferred until the last element without VSOE was delivered. The amended revenue recognition guidance eliminated the concept of VSOE of fair value. The amended revenue recognition guidance requires an evaluation of whether the undelivered elements are distinct performance obligations and, therefore, should each be recognized separately when delivered. On adoption of the amended revenue recognition guidance, the Company accounted for the software and support elements of the TiVo Solutions international MSO agreements as two distinct performance obligations. These agreements contain minimum guarantees, and on adoption of the amended revenue recognition guidance, $34.4 million of these minimums were recorded as an increase in Accounts receivable, net and a reduction to Accumulated deficit as the software was delivered prior to the date of adoption. The amended revenue recognition guidance also requires the Company to record revenue related to fixed-fee patent licensing agreements that do not provide the right to future patented technologies acquired by the Company during the term of the license when access to the existing patented technology is granted to the licensee. Under prior revenue recognition guidance, the Company recognized revenue from this type of fixed-fee license agreement on a straight-line basis over the term of the agreement. On adoption of the amended revenue recognition guidance, the Company recorded a $10.2 million reduction in Unearned revenue and Accumulated deficit for this type of fixed-fee license agreement. The amended revenue recognition guidance includes specific guidance for contract modifications. Based on the nature of the modification, the revenue recognized for the contract may be updated on a cumulative catch-up basis on execution of the modification or updated prospectively as a result of the modification. For certain contract modifications, this accounting treatment differs from the accounting treatment in accordance with previous revenue recognition guidance. Prior to the adoption of the amended revenue recognition guidance, the Company recognized revenue from per-unit royalty licenses with certain CE manufacturers and third party IPG providers in the period the licensee reported its sales to the Company, which was generally in the month or quarter after the underlying sales by the licensee occurred. On adoption of the amended revenue recognition guidance, revenue from per-unit royalty licenses is recognized in the period in which the licensee's sales are estimated to have occurred, limited to the amount of revenue that is not subject to a significant risk of reversal, which results in an adjustment to revenue when actual amounts are subsequently reported by the Company's licensees. Pursuant to the amended cost capitalization guidance, incremental costs to obtain a contract with a customer are capitalized and amortized over a period of time commensurate with the expected period of benefit, which may exceed the contract term. Prior to the adoption of the amended cost capitalization guidance, the Company expensed incremental costs to obtain a contract with a customer as incurred. The impact of adoption of the amended revenue and cost recognition guidance on the Condensed Consolidated Statements of Operations was as follows (in thousands): Three Months Ended June 30, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 172,860 $ 186,862 $ (14,002 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 42,583 43,217 (634 ) Selling, general and administrative 42,957 42,872 85 Loss from continuing operations before income taxes (18,549 ) (5,096 ) (13,453 ) Income tax expense 4,319 4,712 (393 ) Loss from continuing operations, net of tax (22,868 ) (9,808 ) (13,060 ) Six Months Ended June 30, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 362,697 $ 373,003 $ (10,306 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 85,798 86,946 (1,148 ) Selling, general and administrative 94,039 94,037 2 Loss from continuing operations before income taxes (33,346 ) (24,186 ) (9,160 ) Income tax expense 8,536 9,318 (782 ) Loss from continuing operations, net of tax (41,882 ) (33,504 ) (8,378 ) Practical Expedients and Exemptions The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less. The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of Selling, general and administrative expenses when the amortization period would have been one year or less. The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of less than one year, contracts for which revenue is recognized based on the amount which the Company has the right to invoice for services performed and amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. Revenue Details The following tables depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product offering (in Note 15 ), significant customer, contract-type and geographic area. These tables include revenue recognized from contracts with customers and revenue from other sources, including out-of-license settlements. As noted above, amounts for the three and six months ended June 30, 2017 have not been adjusted to reflect adoption of the amended revenue recognition guidance. Customers representing 10% or more of Total Revenues, net were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Virgin Media (a) (a) 10 % (a) AT&T Inc. ("AT&T") 10 % 14 % 10 % 14 % (a) Customer below 10% of Total Revenues, net for the period. Substantially all of the Company's revenue from Virgin Media is reported in the Product segment and revenue from AT&T is reported in the Intellectual Property Licensing segment. By segment, the pattern of revenue recognition was as follows (in thousands): Three Months Ended June 30, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 20,675 27,330 48,005 Goods and services transferred over time 72,112 42,594 114,706 Out-of-license settlements — 10,149 10,149 Total Revenues, net $ 92,787 $ 80,073 $ 172,860 Six Months Ended June 30, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 57,476 55,449 112,925 Goods and services transferred over time 152,163 85,444 237,607 Out-of-license settlements — 12,165 12,165 Total Revenues, net $ 209,639 $ 153,058 $ 362,697 Total Revenues, net by geographic area was as follows (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 United States $ 117,176 $ 236,111 United Kingdom 13,718 47,230 Rest of the world 41,966 79,356 Total Revenues, net $ 172,860 $ 362,697 Revenue by geography is predominately based on the end user's location. Other than the United States and the United Kingdom, no country accounted for more than 10% of revenue for the three and six months ended June 30, 2018 . Accounts receivable, net (in thousands): June 30, 2018 December 31, 2017 Accounts receivable, gross $ 192,931 $ 183,343 Less: Allowance for doubtful accounts (2,764 ) (2,575 ) Accounts receivable, net $ 190,167 $ 180,768 Customers representing 10% or more of Accounts receivable, net were as follows. June 30, 2018 December 31, 2017 AT&T 14 % 28 % Virgin Media 11 % (a) (a) Customer below 10% of Accounts receivable, net for the period. Contract Balances Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. Following adoption of the amended revenue recognition guidance, contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): June 30, 2018 January 1, 2018 Accounts receivable, net $ 65,888 $ 68,858 Prepaid expenses and other current assets 1,424 1,167 Other long-term assets 7,387 6,783 Total contract assets, net $ 74,699 $ 76,808 No impairment losses were recognized with respect to contract assets for the three and six months ended June 30, 2018 . Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions for the TiVo service and multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the promised good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. For the three and six months ended June 30, 2018 , the Company recognized $13.4 million and $27.7 million , respectively, of revenue that had been included in Unearned revenue as of December 31, 2017 . As of June 30, 2018 , approximately $906.4 million of revenue is expected to be recognized from remaining performance obligations that are primarily related to fixed-fee intellectual property and software-as-a-service agreements, of which approximately 13.1% is expected to be recognized as revenue over the remainder of 2018. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, 2018 Amortized Cost Unrealized Unrealized Fair Value Cash $ 35,776 $ — $ — $ 35,776 Cash equivalents - Money market funds 96,414 — — 96,414 Cash and cash equivalents $ 132,190 $ — $ — $ 132,190 Corporate debt securities $ 111,078 $ 1 $ (584 ) $ 110,495 U.S. Treasuries / Agencies 112,903 — (299 ) 112,604 Marketable securities $ 223,981 $ 1 $ (883 ) $ 223,099 Cash, cash equivalents and marketable securities $ 355,289 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 As of June 30, 2018 , 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 $ 165,659 $ 165,118 Due in 1-2 years 58,322 57,981 Total $ 223,981 $ 223,099 As of June 30, 2018 and December 31, 2017 , the Condensed Consolidated Balance Sheets include equity securities accounted for under the equity method with a carrying amount of $1.5 million and $1.1 million , respectively, and equity securities without a readily determinable fair value with a carrying amount of $1.5 million and $1.5 million , respectively. The carrying amount of the Company's equity securities without a readily determinable fair value is measured as cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical, or a similar, security of the same issuer. No impairments or adjustments to the carrying amount of the Company's equity securities without a readily determinable fair value were recognized for the three and six months ended June 30, 2018 and 2017 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
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. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. For the three and six months ended June 30, 2018 and 2017 , there were no transfers between levels of the fair value hierarchy. Recurring Fair Value Measurements Assets and liabilities reported at fair value on a recurring basis in the Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): June 30, 2018 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 96,414 $ 96,414 $ — $ — Short-term marketable securities Corporate debt securities 68,865 — 68,865 — U.S. Treasuries / Agencies 96,253 — 96,253 — Long-term marketable securities Corporate debt securities 41,630 — 41,630 — U.S. Treasuries / Agencies 16,351 — 16,351 — Prepaid expenses and other current assets Interest rate swaps 135 — 135 — Total Assets $ 319,648 $ 96,414 $ 223,234 $ — Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (3,599 ) $ — $ — $ (3,599 ) Other long-term liabilities Interest rate swaps (1,350 ) — (1,350 ) — Total Liabilities $ (4,949 ) $ — $ (1,350 ) $ (3,599 ) The Company's interest rate swaps are subject to master netting arrangements and have been presented on a net basis in the Condensed Consolidated Balance Sheets when applicable. As of June 30, 2018 , interest rate swaps in an asset position with a fair value of $0.1 million that mature in 2021 were netted against interest rate swaps in a liability position with a fair value of $0.9 million that mature in 2021 in the Condensed Consolidated Balance Sheets and in the table above. 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 ) Rollforward of Level 3 Fair Value Measurements Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Three Months Ended June 30, 2018 2017 Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ (3,204 ) $ 10,476 $ (5,104 ) Loss included in earnings (395 ) — (611 ) Unrealized gains included in other comprehensive income — 108 — Balance at end of period $ (3,599 ) $ 10,584 $ (5,715 ) Six Months Ended June 30, 2018 2017 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) Sales (10,715 ) — — — Loss included in earnings (85 ) (1,365 ) — (442 ) Unrealized loss reclassified on sale 216 — — — Unrealized gains included in other comprehensive income — — 216 — Balance at end of period $ — $ (3,599 ) $ 10,584 $ (5,715 ) For the three and six months ended June 30, 2018 , the Loss included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense related to remeasurement of the liability as a $0.3 million and $1.2 million loss, respectively, and in Interest expense related to accretion of the liability to future value of $0.1 million and $0.2 million , respectively. For the three and six months ended June 30, 2017 , the Loss included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense related to remeasurement of the liability as a $0.4 million and $0.1 million loss, respectively, and in Interest expense related to accretion of the liability to future value of $0.2 million and $0.4 million , respectively. 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 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): June 30, 2018 December 31, 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 319,107 $ 328,181 $ 311,766 $ 326,888 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 668,361 674,520 671,281 679,722 Total Long-term debt $ 987,516 $ 1,002,749 $ 983,095 $ 1,006,658 (a) The fair value of debt issued or assumed 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 Condensed 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 by reportable segment were as follows (in thousands): Product Intellectual Property Licensing Total December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Foreign currency translation 87 — 87 June 30, 2018 $ 521,982 $ 1,291,332 $ 1,813,314 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. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): June 30, 2018 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,033,963 $ (720,728 ) $ 313,235 Existing contracts and customer relationships 402,782 (176,053 ) 226,729 Content databases and other 57,110 (49,982 ) 7,128 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,502,155 (955,063 ) 547,092 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,516,155 $ (955,063 ) $ 561,092 December 31, 2017 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,034,458 $ (676,465 ) $ 357,993 Existing contracts and customer relationships 403,244 (139,289 ) 263,955 Content databases and other 57,053 (49,077 ) 7,976 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,503,055 (873,131 ) 629,924 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,517,055 $ (873,131 ) $ 643,924 Patent Acquisition In the six months ended June 30, 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 . Future Amortization of Finite-Lived Intangible Assets As of June 30, 2018 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2018 $ 64,985 2019 109,809 2020 109,064 2021 66,295 2022 38,569 Thereafter 158,370 Total $ 547,092 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 6 Months Ended |
Jun. 30, 2018 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Facility-related costs $ 186 $ 446 $ 288 $ 1,207 Severance costs 592 1,614 2,784 4,043 Share-based payments 323 573 2,575 1,918 Contract termination costs — — — 4 Asset impairment — 6,741 — 6,741 Restructuring and asset impairment charges $ 1,101 $ 9,374 $ 5,647 $ 13,913 Components of Accrued restructuring costs were as follows (in thousands): June 30, 2018 December 31, 2017 Facility-related costs $ 553 $ 693 Severance costs 1,102 584 Contract termination costs — 37 Accrued restructuring costs $ 1,655 $ 1,314 The Company expects a substantial portion of the Accrued restructuring costs to be paid by the end of 2018. Profit Improvement Plan In February 2018, the Company announced its intention to explore strategic alternatives. In connection with exploring strategic alternatives, the Company initiated certain cost saving actions (the " Profit Improvement Plan "). As a result of the Profit Improvement Plan , the Company expects to move certain positions to lower cost locations, eliminate layers of management and rationalize facilities resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities for the Profit Improvement Plan for the six months ended June 30, 2018 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (4 ) $ — $ — $ 43 Severance costs — 2,657 (1,695 ) — (11 ) 951 Share-based payments — 2,575 — (2,575 ) — — Total $ — $ 5,279 $ (1,699 ) $ (2,575 ) $ (11 ) $ 994 The Company expects to incur material restructuring costs in connection with the Profit Improvement Plan through the middle of 2019. TiVo Integration Restructuring Plan Following completion of the TiVo Acquisition , TiVo Corporation began implementing integration plans that were intended to realize operational synergies between Rovi and TiVo Solutions (the " TiVo Integration Restructuring Plan "). As a result of these integration plans, the Company eliminated duplicative positions resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities related to the TiVo Integration Restructuring Plan for the six months ended June 30, 2018 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (99 ) $ (27 ) $ 265 Severance costs 448 127 (564 ) 1 12 Total $ 559 $ 407 $ (663 ) $ (26 ) $ 277 As of June 30, 2018 , the TiVo Integration Restructuring Plan is substantially complete. Legacy Rovi and TiVo Solutions Restructuring Plans Prior to the TiVo Acquisition , Rovi and TiVo Solutions had each initiated restructuring plans. As of June 30, 2018 , the Legacy Rovi Restructuring Plan and the Legacy TiVo Solutions Restructuring Plan are complete. For the three and six months ended June 30, 2017 , Restructuring and asset impairment charges of $0.1 million and $0.7 million were recognized in the Condensed Consolidated Statements of Operations related to these plans. As of June 30, 2018 , Accrued restructuring costs of $0.4 million are included in the Condensed Consolidated Balance Sheets related to the Legacy Rovi Restructuring Plan. |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Interest Rate Swaps | Debt and Interest Rate Swaps A summary of debt issued by or assumed by the Company was as follows (dollars in thousands): June 30, 2018 December 31, 2017 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 $ 319,107 $ 345,000 $ 311,766 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 672,000 668,361 675,500 671,281 Total Long-term debt $ 1,017,048 987,516 $ 1,020,548 983,095 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 980,516 $ 976,095 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 June 30, 2018 , the 2020 Convertible Notes are convertible at a conversion rate of 36.9520 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $27.0621 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. 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 Condensed 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 Condensed Consolidated Balance Sheets included the following (in thousands): June 30, 2018 December 31, 2017 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (22,953 ) (29,499 ) Less: Unamortized debt issuance costs (2,940 ) (3,735 ) Carrying amount $ 319,107 $ 311,766 Equity component $ 63,854 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Stated interest $ 431 $ 431 $ 863 $ 863 Amortization of debt discount 3,292 3,143 6,546 6,249 Amortization of debt issuance costs 402 364 795 719 Total interest expense $ 4,125 $ 3,938 $ 8,204 $ 7,831 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 Condensed 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 Condensed 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 June 30, 2018 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 12.7 million shares of TiVo Corporation 's common stock at an exercise price of $27.0621 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 June 30, 2018 , 12.4 million warrants were outstanding with an exercise price of $37.5863 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 Condensed 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 June 30, 2018 , the 2021 Convertible Notes are convertible at a conversion rate of 23.0879 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 $36.6296 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. 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 six months ended June 30, 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. 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 2018. Debt Maturities As of June 30, 2018 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): Remainder of 2018 $ 3,500 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,017,048 (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 Condensed Consolidated Balance Sheets at fair value with changes in fair value recorded as Gain (loss) on interest rate swaps in the Condensed Consolidated Statements of Operations . Amounts are presented in the Condensed Consolidated Balance Sheets after considering the right of offset based on its master netting agreements. During the three months ended June 30, 2018 and 2017 , the Company recorded gains of $1.8 million and losses of $1.9 million , respectively, from adjusting its interest rate swaps to fair value. During the six months ended June 30, 2018 and 2017 , the Company recorded gains of $6.2 million and losses of $1.3 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of June 30, 2018 and December 31, 2017 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity June 30, 2018 December 31, 2017 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility 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 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments 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 June 30, 2018 , the Company had total purchase commitments for inventory of $3.9 million , of which $1.0 million was accrued in the Condensed Consolidated Balance Sheets . 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 from 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 Condensed 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. Legal costs are expensed as incurred. On June 15, 2011, TNS Media Research, LLC (d/b/a Kantar Media Audiences, or Kantar) brought a claim for declaratory judgment against TRA Global Inc. (which was acquired by TiVo Inc. in July 2012 and renamed TiVo Research and Analytics, Inc. or TiVo Research) in U.S. District Court alleging non-infringement of a TiVo Research patent, among other claims. TiVo Research responded by alleging affirmative defenses as well as counterclaims alleging infringement by Kantar of the TiVo Research patent at issue and one other patent. On February 22, 2016, the District Court granted Kantar's summary judgment motion on invalidity under Section 101 as to each of TiVo Research's asserted patent claims. On May 18, 2018, the District Court granted Kantar’s motion for attorneys' fees and expenses related to TiVo Research’s patent claims in this action. In the third quarter of 2018, TiVo Research and Kantar agreed to settle the patent claims between them for a payment of $4.5 million by TiVo Research to Kantar and transfer of ownership of the two patents at issue to Kantar. The Company believes it has recorded adequate provisions for any such matters and, as of June 30, 2018 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Condensed Consolidated Financial Statements . 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 Condensed 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 Condensed Consolidated Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
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 and Diluted EPS were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average shares used in computing basic per share amounts 122,713 120,209 122,399 119,515 Dilutive effect of equity-based compensation awards — — — — Weighted average shares used in computing diluted per share amounts 122,713 120,209 122,399 119,515 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Restricted awards 3,876 3,440 4,153 4,048 Stock options 2,166 2,812 2,238 3,233 2020 Convertible Notes (a) 12,748 12,171 12,748 12,171 2021 Convertible Notes (a) 1 1 1 1 Warrants related to 2020 Convertible Notes (a) 12,423 11,936 12,374 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 31,214 30,360 31,514 31,389 (a) See Note 10 for additional details. For the three months ended June 30, 2018 and 2017 , 0.9 million and 0.4 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. For the six months ended June 30, 2018 and 2017 , 1.0 million and 0.5 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. 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 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 $27.0621 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 $13.45 per share on June 30, 2018 , the if-converted value of the 2020 Convertible Notes was less than the outstanding principal. The 2020 Convertible Notes would be dilutive if the Company’s common stock closed at or above $27.0621 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 10 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 10 have an effect on Diluted EPS when the Company’s share price exceeds the warrant’s strike price of $37.5863 per share. As the price of the Company’s common stock increases above the warrant strike price, additional dilution would occur. Changes in Shareholders Equity Changes in stockholders' equity for the three and six months ended June 30, 2018 were as follows (in thousands): Common stock Treasury stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Shares Amount Shares Amount Balance as of March 31, 2018 124,389 $ 124 (1,465 ) $ (27,634 ) $ 3,272,119 $ (1,746 ) $ (1,378,956 ) $ 1,863,907 Net loss (20,570 ) (20,570 ) Other comprehensive income, net of tax (2,487 ) (2,487 ) Issuance of restricted stock, net 139 1 — 1 Equity-based compensation 7,092 7,092 Dividends (22,118 ) (22,118 ) Withholding taxes related to net share settlement of restricted stock units (92 ) (1,291 ) (1,291 ) Balance as of June 30, 2018 124,528 $ 125 (1,557 ) $ (28,925 ) $ 3,257,093 $ (4,233 ) $ (1,399,526 ) $ 1,824,534 Common stock Treasury stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2017 123,385 $ 123 (1,269 ) $ (24,740 ) $ 3,273,022 $ (2,738 ) $ (1,392,651 ) $ 1,853,016 Cumulative effect adjustment (a) 31,412 31,412 Net loss (38,287 ) (38,287 ) Other comprehensive income, net of tax (1,495 ) (1,495 ) Issuance of common stock under employee stock purchase plan 639 1 7,574 7,575 Issuance of restricted stock, net 504 1 — 1 Equity-based compensation 20,726 20,726 Dividends (44,229 ) (44,229 ) Withholding taxes related to net share settlement of restricted stock units (288 ) (4,185 ) (4,185 ) Balance as of June 30, 2018 124,528 $ 125 (1,557 ) $ (28,925 ) $ 3,257,093 $ (4,233 ) $ (1,399,526 ) $ 1,824,534 (a) See Note 1 and Note 5 for additional information. 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. During the three and six months ended June 30, 2018 and 2017 , no shares were repurchased under the share repurchase program. As of June 30, 2018 , the Company had $150.0 million of share repurchase authorization remaining. The Company issues restricted stock and restricted stock units (collectively, "restricted awards") as part of the equity-based compensation plans described in Note 13 . 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 Condensed 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 three months ended June 30, 2018 and 2017 , the Company withheld 0.1 million and 0.1 million shares of common stock to satisfy $1.3 million and $1.7 million of required withholding taxes, respectively. During the six months ended June 30, 2018 and 2017 , the Company withheld 0.3 million and 0.6 million shares of common stock to satisfy $4.2 million and $11.3 million of required withholding taxes, respectively. Dividends For the three months ended June 30, 2018 and 2017 , the Company declared and paid dividends of $0.18 and $0.18 per share, respectively, for aggregate cash payments of $22.2 million and $21.7 million , respectively. For the six months ended June 30, 2018 and 2017 , the Company declared and paid dividends of $0.36 and $0.36 per share, respectively, for aggregate cash payments of $44.3 million and $43.3 million , respectively. 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 awards, 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 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 June 30, 2018 , the Company had 30.0 million shares of common stock reserved and 12.8 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 TiVo Acquisition Date . The TiVo 2008 Plan permits the grant of restricted awards, 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 the TiVo 2008 Plan generally have a contractual term of seven years. As of June 30, 2018 , there were 3.9 million shares of common stock reserved and 1.7 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 is subject to a market condition, 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. 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 June 30, 2018 , the Company had 5.2 million shares of common stock reserved and 5.2 million shares available for issuance under the ESPP. Valuation Techniques and Assumptions The Company's restricted awards are generally not eligible for dividend protection. Prior to and including February 14, 2017, the fair value of restricted awards subject to service 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 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 awards 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 grant and projected employee exercise behavior. Expected volatility 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 is estimated by calculating the period the award is expected to be outstanding based on historical experience and the terms of the grant. The risk-free interest rate is estimated based on the yield on U.S. Treasury zero-coupon bonds with remaining terms similar to the expected term 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: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 ESPP shares: Expected volatility N/A N/A 42.5 % 41.7 % Expected term N/A N/A 1.3 years 1.3 years Risk-free interest rate N/A N/A 1.9 % 1.0 % Expected dividend yield N/A N/A 5.2 % 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 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: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average grant date fair value: Restricted awards $ 12.51 $ 16.82 $ 12.57 $ 17.69 ESPP shares N/A N/A $ 4.83 $ 5.92 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 6,731 $ 11,749 $ 18,755 $ 25,774 Pre-tax equity-based compensation, included in restructuring expense $ 323 $ 573 $ 2,575 $ 1,918 As of June 30, 2018 , there was $57.5 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 2.1 years . Equity-Based Compensation Award Activity Activity related to the Company's restricted awards for the six months ended June 30, 2018 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,899 $ 17.78 Granted 569 $ 12.57 Vested (895 ) $ 22.60 Forfeited (726 ) $ 20.67 Outstanding as of end of period 4,847 $ 15.85 As of June 30, 2018 , 4.6 million restricted stock units were unvested, which includes 0.9 million performance-based restricted stock units. As of June 30, 2018 , 0.2 million shares of restricted stock were unvested. The aggregate fair value of restricted awards vested during the three months ended June 30, 2018 and 2017 was $3.3 million and $4.4 million , respectively. The aggregate fair value of restricted awards vested during the six months ended June 30, 2018 and 2017 was $12.8 million and $36.5 million , respectively. Activity related to the Company's stock options for the six months ended June 30, 2018 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 2,368 $ 27.16 Forfeited and expired (325 ) $ 32.47 Outstanding as of end of period 2,043 $ 26.31 1.4 years $ — Vested and expected to vest as of June 30, 2018 2,038 $ 26.32 1.4 years $ — Exercisable as of June 30, 2018 1,968 $ 26.42 1.3 years $ — 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 stock option, multiplied by the number of in-the-money stock 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. No stock options were exercised during the three and six months ended June 30, 2018 . The aggregate intrinsic value of stock options exercised during the three and six months ended June 30, 2017 was $0.6 million and $2.0 million , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 expense . Components of Income tax expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Foreign withholding tax $ 3,182 $ 2,803 $ 7,070 $ 7,011 State income tax 122 569 179 1,135 Foreign income tax 214 181 560 744 Change in indefinite reinvestment assertion 1,221 — 1,221 — Release of deferred tax asset valuation allowance — — — (152 ) Change in net deferred tax liabilities (369 ) 363 (491 ) 681 Change in unrecognized tax benefits (51 ) (8 ) (3 ) 56 Income tax expense $ 4,319 $ 3,908 $ 8,536 $ 9,475 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 the potential outcomes of these audits in order to determine the appropriateness of its tax positions. 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 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 Condensed Consolidated Financial Statements . 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 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. On December 22, 2017, the SEC Staff issued guidance to address the application of U.S. GAAP in situations where a registrant does not have the necessary information to complete the accounting for certain effects of the Tax Act of 2017 . As of June 30, 2018 , the Company had not completed its accounting for the income tax effects of the Tax Act of 2017 . Where the Company has made reasonable estimates of the effect, but for which the analysis is not yet complete, the Company has recorded provisional amounts based on information available as of June 30, 2018 . During the three and six months ended June 30, 2018 , the provisional amounts recognized as of December 31, 2017 were adjusted as described below. 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 to account for those items based on the tax laws in effect immediately prior to enactment of the Tax Act of 2017 . The items described below, including the provisional items, are subject to change as additional information becomes available, limited to a measurement period of one year from enactment of the Tax Act of 2017 . 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, during the three months ended June 30, 2018 , the Company revised its estimate of the Transition Tax from $33.8 million to $33.7 million , which is fully offset by net operating losses resulting in no estimated net U.S. federal Transition Tax expense. The Company has also revised its estimate for the U.S. state tax expense for those states which have enacted laws to conform with the Tax Act of 2017 . As of June 30, 2018 , this amount is estimated to be less than $0.1 million , which is substantially offset by state net operating losses, resulting in no estimated net state 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 Tax Act of 2017 , 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. The Tax Act of 2017 requires 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 and the lack of clear guidance on federal and state application of the GILTI rules, as of June 30, 2018 , the Company has not completed its analysis of the tax impacts of the GILTI, but has recorded a provisional amount of $0.4 million during the three and six months ended June 30, 2018 . The tax effect of GILTI is fully offset by the Company’s net operating losses, resulting in no net U.S. federal income tax expense from GILTI. 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 component of current income tax expense when incurred or to factor such amounts into the Company’s measurement of its deferred tax expense. The Company has made an accounting policy election to treat GILTI as a component of current income tax expense. The Tax Act of 2017 created a minimum tax on corporations for payments to related foreign persons (referred to as the base erosion and anti-abuse tax ("BEAT")). Due to the complexity of the BEAT rules and the lack of clear guidance on federal and state application of the BEAT rules, including rules on the ability to use loss carryovers to offset BEAT liability, the Company has not completed its analysis of the effects of the BEAT as of June 30, 2018 . During the three and six months ended June 30, 2018 , the Company provisionally estimated it has no BEAT liability. As a result of the Tax Act of 2017 , during the three months ended June 30, 2018 , the Company changed its assertion regarding the indefinite reinvestment of undistributed foreign earnings. In the year ended December 31, 2017 , the Company accrued a Transition Tax liability for U.S. federal and certain state income taxes on its non-U.S. subsidiaries’ previously undistributed foreign earnings. The nature of the Transition Tax is that undistributed foreign earnings are now considered previously taxed income ("PTI") for U.S. federal income tax purposes. However, because the PTI was previously taxed, any repatriation of PTI is not subject to additional U.S. federal income tax. During the three and six months ended June 30, 2018 , the Company determined that a distribution of PTI would still be subject to taxes in some U.S. states and subject to foreign withholding taxes, and has recorded provisional amounts of less than $0.1 million and $1.2 million , respectively, related to these taxes. In the three and six months ended June 30, 2018 , the Company revised its assertion regarding indefinite reinvestment of undistributed earnings such that it now asserts only undistributed earnings in excess of PTI are indefinitely reinvested. The Company previously asserted that all of its foreign undistributed earnings were indefinitely reinvested. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
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. 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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Product Platform Solutions $ 72,208 $ 82,971 $ 168,148 $ 171,154 Software and Services 19,619 19,752 38,098 45,021 Other 960 1,640 3,393 3,231 Revenues, net 92,787 104,363 209,639 219,406 Adjusted Operating Expenses (1) 81,467 92,011 170,933 189,007 Adjusted EBITDA (2) 11,320 12,352 38,706 30,399 Intellectual Property Licensing US Pay TV Providers 49,217 68,733 99,132 132,077 CE Manufacturers 8,927 11,974 17,895 22,817 New Media, International Pay TV Providers and Other 21,929 23,488 36,031 40,022 Revenues, net 80,073 104,195 153,058 194,916 Adjusted Operating Expenses (1) 24,972 20,817 50,329 45,004 Adjusted EBITDA (2) 55,101 83,378 102,729 149,912 Corporate Adjusted Operating Expenses (1) 14,512 14,876 30,560 31,233 Adjusted EBITDA (2) (14,512 ) (14,876 ) (30,560 ) (31,233 ) Consolidated Total Revenues, net 172,860 208,558 362,697 414,322 Adjusted Operating Expenses (1) 120,951 127,704 251,822 265,244 Adjusted EBITDA (2) 51,909 80,854 110,875 149,078 Depreciation 5,773 5,382 10,914 10,854 Amortization of intangible assets 40,809 41,678 82,221 83,378 Restructuring and asset impairment charges 1,101 9,374 5,647 13,913 Equity-based compensation 6,731 11,749 18,755 25,774 Transition and integration costs 7,041 5,108 9,451 12,307 Earnout amortization 536 959 1,494 1,917 CEO transition cash costs (1,600 ) — (975 ) — Remeasurement of contingent consideration 281 398 1,171 74 Gain on settlement of acquired receivable — (2,537 ) — (2,537 ) Operating (loss) income (8,763 ) 8,743 (17,803 ) 3,398 Interest expense (12,171 ) (10,573 ) (23,805 ) (20,837 ) Interest income and other, net 544 2,823 2,110 2,760 Gain (loss) on interest rate swaps 1,841 (1,856 ) 6,152 (1,335 ) TiVo Acquisition litigation — — — (12,906 ) Loss on debt extinguishment — — — (108 ) Loss on debt modification — — — (929 ) Loss from continuing operations before income taxes $ (18,549 ) $ (863 ) $ (33,346 ) $ (29,957 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration and Gain on settlement of acquired receivable . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration and Gain on settlement of acquired receivable . |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 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 the Company's 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, the Company sells 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 The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . The Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Comprehensive Loss and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018 , for any future year, or for any other future interim period. The accompanying Condensed 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. |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with 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. |
Concentrations of Risk | Concentrations of Risk The TiVo service is enabled using 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. |
Accounts Receivable | Accounts Receivable The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection. A receivable related to revenue recognized for multi-year licenses is recognized when the Company has an unconditional right to invoice and receive payment in the future related to those licenses. Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days . When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component. As the primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, significant financing components are generally not identified in the Company’s contracts with customers. 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. |
Contract Assets | Contract Assets Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. These contract assets are reclassified to Accounts receivable, net when the right to payment become unconditional. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. The incremental costs of obtaining a contract with a customer are recognized as an asset when the expected period of benefit is one year or more. The incremental costs of obtaining a contract with a customer are amortized on a straight-line basis over a period of time commensurate with the period of benefit, generally three to five years, which considers the transfer of goods or services to which the assets relate, technological developments during the period of benefit, customer history and other factors. The period of benefit is generally the estimated life of the customer relationship if renewals are expected, and may exceed the contract term. Amortization of the capitalized incremental costs of obtaining a contract with a customer is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations . Contract assets are classified as current or noncurrent in the Condensed Consolidated Balance Sheets based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews. |
Contract Liabilities, including Unearned Revenue | Contract Liabilities, including Unearned Revenue Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions to the TiVo service and multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. Unearned revenue arises when cash payments are received or due, including amounts which are refundable, in advance of performance. Contract liabilities exclude amounts expected to be refunded. Payment terms and conditions vary by contract type, location of customer and the products or services offered. For certain products or services and customer types, payment before the products or services are delivered to the customer is required. |
Revenue Recognition | Revenue Recognition General Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of taxes collected from customers which are subsequently remitted to governmental authorities. Depending on the terms of the contract, a portion of the consideration received may be deferred because of a requirement to satisfy a future obligation. Stand-alone selling price for separate performance obligations is based on observable prices charged to customers for goods or services sold separately or the cost-plus-a-margin approach when observable prices are not available, considering overall pricing objectives. Arrangements with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Condensed Consolidated Statements of Operations during a given period. Contract Modifications Contracts may be modified due to changes in contract specifications or customer requirements. Contract modifications occur when the change in terms either creates new enforceable rights and obligations or changes existing enforceable rights and obligations. The effect of a contract modification for goods and services that are not distinct in the context of the contract on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract modifications that result in goods or services that are distinct from the previously existing contract are accounted for prospectively. Variable Consideration When a contract with a customer includes a variable transaction price, an estimate of the consideration to which the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach. Under either approach to estimating variable consideration, the estimate considers all information (historical, current and forecast) that is reasonably available at contract inception. The amount of variable consideration is estimated at contract inception and updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. Certain payments to retailers and distributors, such as market development funds and revenue shares, are treated as a reduction of the transaction price, and therefore revenue, rather than Selling, general and administrative expense. The reduction of revenue is recognized at the later of when revenue is recognized for the transfer of the related goods or services to the customer or when the Company pays or promises to pay the consideration. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of intellectual property, or when a license of intellectual property is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Significant Judgments Determining whether promises to transfer multiple goods and services in contracts with customers are considered distinct performance obligations that should be accounted for separately requires significant judgment, including related to the level of integration and interdependency between the performance obligations. In addition, judgment is necessary to allocate the transaction price to the distinct performance obligations, including whether there is a discount or significant financing component to be allocated based on the relative stand-alone selling price of the various performance obligations. Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation when an observable price is not available. In instances where stand-alone selling price is not directly observable, such as when the Company does not sell the good or service separately, the stand-alone selling price is determined using a range of inputs that includes market conditions and other observable inputs. More than one stand-alone selling price may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. Due to the nature of the work required to be performed on some performance obligations, significant judgment may be required to determine the transaction price. It is common for the Company's license agreements to contain provisions that can either increase or decrease the transaction price. These variable amounts are generally estimated based on usage or the achievement of performance metrics. In addition to estimating variable consideration, significant judgment is necessary to identify forms of variable consideration, determine whether the variable consideration relates to a sales-based or usage-based royalty of intellectual property and the determination of whether and when to include estimates of variable consideration in the transaction price. Some hardware products are sold with a right of return and in other circumstances, other credits or incentives may be provided such as consideration (sales incentives) given to customers or resellers, which are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns, credits and incentives are made at contract inception and updated each reporting period. In contracts 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 software, the Company recognizes revenue as progress toward completion occurs using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Significant judgment is required to estimate the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement. On an ongoing basis, management evaluates its estimates, inputs and assumptions related to revenue recognition. Using different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operations for the reporting period. Nature of goods and services The following is a discussion of the principal activities from which the Company generates its revenue. Patent Licensing Agreements The Company licenses its discovery patent portfolio to traditional pay TV providers, virtual service providers, OTT video providers, CE manufacturers and others. The Company licenses its patented technology portfolio under two revenue models: (i) fixed fee arrangements and (ii) per-unit royalty licenses. The Company's long-term fixed-fee license agreements provide rights to future patented technologies over the term of the agreement that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the agreement. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the related license agreement. At times, the Company enters into license agreements in which a licensee is released from past patent infringement claims and is granted a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company allocates the transaction price between the release for past patent infringement claims and the future license. In determining the stand-alone selling price 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 geographies these units were shipped, the number of units expected to be shipped in the future and in what geographies these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in the same geographies. As the release from past patent infringement claims is generally satisfied at execution of the agreement, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the agreement is executed and the amount of transaction price allocated to the future license is recognized ratably over the future license term. The Company recognizes 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 sales are subsequently reported by its licensees, which is generally in the month or quarter following usage or shipment. The Company generally recognizes revenue from per-unit royalty licenses on a per-subscriber per-month model for licenses with service providers and a per-unit shipped model for licenses with CE manufacturers. Arrangements with Multiple System Operators for the TiVo Service The Company's arrangements with multiple system operators ("MSOs") typically include software customization and set-up services, associated maintenance and support, limited training, post-contract support, TiVo-enabled 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. In instances where the Company hosts the TiVo service, non-refundable payments received for customization and set-up services are deferred and recognized as revenue over the contractual term. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as the related TiVo service revenue is recognized. The Company estimates the stand-alone selling prices for training, DVRs, non-DVR STBs and maintenance and support based on the price charged in stand-alone sales of the promised good or service. The stand-alone selling price for the 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. For a term license to the TiVo service, the Company receives license fees for the hosted TiVo service on either a per-subscriber per-month basis or a fixed fee. The Company recognizes revenue from per-subscriber per-month licenses during the month it provides the TiVo service to the customer and recognizes revenue from fixed fee licenses ratably over the license period. 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 as progress toward completion is made using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Project costs are primarily labor 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 and are expensed as incurred. Estimating project costs requires forecasting costs, tracking progress toward completion 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. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred for the contract. The Company generally recognizes revenue from license fees for the TiVo service that it does not host on a per-subscriber per-month basis due to the recognition constraint on intellectual property usage-based royalties. Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company's hosted products such as its i-Guide IPG, advanced search and recommendations, metadata and analytics products, including routine customer support. The Company generally receives per-subscriber per-month fees for its i-Guide IPG and search and recommendations service and revenue is recorded in the month the customer uses the service. The Company generally receives a monthly or quarterly fee from its metadata or analytics licenses for the right to use its metadata or access its analytics platform and to receive regular updates. Revenue from the Company's metadata and analytics service is recognized ratably over the contract period. Passport Revenues The Company licenses its Passport IPG software to pay TV providers in North and South America. The Company generally receives per-subscriber per-month fees for licenses to its Passport IPG software and support. Due to the usage-based royalty provisions of the revenue recognition guidance, revenue is generally recognized in the month the customer uses the software. Advertising The Company generates advertising revenue through its IPGs. 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 sales programs via the TiVo.com website and licenses the sale of TiVo-enabled DVRs through a limited number of retailers. For sales through the TiVo.com website, 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 subscription period, customers have various pricing options when they renew their subscription. Customers have the right to return the DVR within 30 days of purchase. Customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. For licensed sales of TiVo-enabled DVRs through retailers, the customer commits to either a minimum subscription period of one year or for the lifetime of the DVR. The stand-alone selling price for the TiVo service is established based on stand-alone sales of the service and varies by the length of the service period. The stand-alone selling price of the DVR is determined based on the price for which the Company would sell the DVR without any service commitment from the customer. The transaction price allocated to the DVR is recognized as revenue on delivery and the transaction price allocated to the TiVo service is recognized as revenue ratably over the service period. Subscription revenues from lifetime subscriptions are recognized ratably over the estimated useful life of the DVR associated with the subscription. The estimated useful life for a DVR depends on a number of assumptions, including, but not limited to, customer retention rates, the timing of new product introductions and historical experience. As of June 30, 2018 , the Company recognizes revenue for lifetime subscriptions over a 66 -month period. The Company periodically reassesses the estimated useful life of a DVR. When the actual useful life of the DVR materially differs from the Company's estimate, the estimated useful life of the DVR is adjusted, which could result in the recognition of revenue over a longer or shorter period of time. Shipping and handling costs associated with outbound freight after control of a DVR has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of hardware revenues, excluding depreciation and amortization of intangible assets as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("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 was effective for the Company on January 1, 2018 and was applied on a prospective basis. Application of this guidance did not have an effect on the Condensed 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 amendment was effective for the Company on January 1, 2018 and was applied on a modified retrospective basis. Application of this guidance did not have an effect on the Condensed 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 was effective for the Company on January 1, 2018 and was applied on a retrospective basis. Application of this guidance did not have an effect on the Condensed Consolidated Financial Statements . In March 2016, the FASB provided guidance for the derecognition of prepaid stored-value product liabilities, such as gift cards. Pursuant to this guidance, among other criteria, prepaid stored-value product liabilities are eligible to be derecognized when the likelihood of redemption becomes remote. The guidance was effective for the Company on January 1, 2018 and was applied using a modified retrospective approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, of $2.2 million that reduced Accumulated deficit for prepaid stored-value product liabilities where the likelihood of redemption was deemed to be remote at the adoption date. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The core principle of the amended revenue recognition guidance 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. 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. 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 Company adopted the amended revenue and cost recognition guidance on January 1, 2018 using the modified retrospective transition approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, that reduced Accumulated deficit by $27.9 million for the effects of the amended revenue recognition guidance and reduced Accumulated deficit by $1.3 million for the effects of capitalizing incremental costs to obtain contracts with customers. The significant differences giving rise to the cumulative effect adjustments are described in Note 5 . Results for periods beginning after December 31, 2017 are presented under the amended revenue and cost recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous revenue and cost recognition policies. 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 on January 1, 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 Condensed 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 of the financial instrument. The updated guidance also amends the 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 updated guidance is effective for the Company in the first quarter of 2020 and is effective using a modified retrospective approach for the provisions related to application of the current expected credit loss model to financial instruments and a prospective approach for the provisions related to credit losses on available-for-sale debt securities. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In February 2016, the FASB issued a new accounting standard for leases. The new standard generally requires the recognition of operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. For operating leases, a lessee recognizes its total lease expense as an operating expense over the lease term. 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. The difference between the right-of-use asset and lease liabilities, net of any previously recognized lease-related assets and liabilities and any resulting deferred tax impact, is recognized as an adjustment to retained earnings on the date of initial application. The new lease accounting standard is effective for the Company on January 1, 2019 using a modified retrospective approach, with early application permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements and expects to elect to apply the package of practical expedients permitted under the transition guidance within the new lease accounting standard, which among other things, permits the historical lease classification to carryforward. Adoption of the new lease accounting standard is expected to result in the recognition of the present value of the Company's existing minimum lease payments as lease liabilities and a corresponding right-of-use asset, which may be material to the Condensed Consolidated Balance Sheets . The new lease accounting standard is not expected to materially affect the Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Comprehensive Loss or the Condensed Consolidated Statements of Cash Flows. |
Fair Value of Financial Instruments | 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. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory (in thousands): June 30, 2018 December 31, 2017 Raw materials $ 1,020 $ 1,846 Finished goods 9,214 9,735 Inventory $ 10,234 $ 11,581 |
Property and Equipment, Net | Property and equipment, net (in thousands): June 30, 2018 December 31, 2017 Computer software and equipment $ 157,149 $ 150,098 Leasehold improvements 44,794 44,981 Furniture and fixtures 9,986 9,137 Property and equipment, gross 211,929 204,216 Less: Accumulated depreciation and amortization (158,257 ) (148,972 ) Property and equipment, net $ 53,672 $ 55,244 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses (in thousands): June 30, 2018 December 31, 2017 Accounts payable $ 6,597 $ 10,517 Accrued compensation and benefits 30,126 47,886 Other accrued liabilities 63,057 77,449 Accounts payable and accrued expenses $ 99,780 $ 135,852 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of adoption of the amended revenue and cost recognition guidance on the Condensed Consolidated Statements of Operations was as follows (in thousands): Three Months Ended June 30, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 172,860 $ 186,862 $ (14,002 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 42,583 43,217 (634 ) Selling, general and administrative 42,957 42,872 85 Loss from continuing operations before income taxes (18,549 ) (5,096 ) (13,453 ) Income tax expense 4,319 4,712 (393 ) Loss from continuing operations, net of tax (22,868 ) (9,808 ) (13,060 ) Six Months Ended June 30, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 362,697 $ 373,003 $ (10,306 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 85,798 86,946 (1,148 ) Selling, general and administrative 94,039 94,037 2 Loss from continuing operations before income taxes (33,346 ) (24,186 ) (9,160 ) Income tax expense 8,536 9,318 (782 ) Loss from continuing operations, net of tax (41,882 ) (33,504 ) (8,378 ) The cumulative effect of these changes on the Condensed Consolidated Balance Sheets on adoption was as follows (in thousands): Contracts with Customers Costs to Obtain Contracts with Customers De-recognition of Prepaid Stored Value Product Liabilities December 31, 2017 January 1, 2018 Accounts receivable, net $ 180,768 $ 24,177 $ — $ — $ 204,945 Prepaid expenses and other current assets 40,719 (2,705 ) 525 — 38,539 Other long-term assets 65,673 (4,419 ) 819 — 62,073 Accounts payable and accrued expenses (135,852 ) — — 2,155 (133,697 ) Unearned revenue (55,393 ) 11,208 — — (44,185 ) Deferred tax liabilities, net (50,356 ) (348 ) — — (50,704 ) Accumulated deficit 1,392,651 (27,913 ) (1,344 ) (2,155 ) 1,361,239 |
Concentration of Customers | Customers representing 10% or more of Total Revenues, net were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Virgin Media (a) (a) 10 % (a) AT&T Inc. ("AT&T") 10 % 14 % 10 % 14 % (a) Customer below 10% of Total Revenues, net for the period. Customers representing 10% or more of Accounts receivable, net were as follows. June 30, 2018 December 31, 2017 AT&T 14 % 28 % Virgin Media 11 % (a) (a) Customer below 10% of Accounts receivable, net for the period. |
Revenue By Contract Type | By segment, the pattern of revenue recognition was as follows (in thousands): Three Months Ended June 30, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 20,675 27,330 48,005 Goods and services transferred over time 72,112 42,594 114,706 Out-of-license settlements — 10,149 10,149 Total Revenues, net $ 92,787 $ 80,073 $ 172,860 Six Months Ended June 30, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 57,476 55,449 112,925 Goods and services transferred over time 152,163 85,444 237,607 Out-of-license settlements — 12,165 12,165 Total Revenues, net $ 209,639 $ 153,058 $ 362,697 |
Revenue from External Customers by Geographic Areas | by geographic area was as follows (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 United States $ 117,176 $ 236,111 United Kingdom 13,718 47,230 Rest of the world 41,966 79,356 Total Revenues, net $ 172,860 $ 362,697 |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net (in thousands): June 30, 2018 December 31, 2017 Accounts receivable, gross $ 192,931 $ 183,343 Less: Allowance for doubtful accounts (2,764 ) (2,575 ) Accounts receivable, net $ 190,167 $ 180,768 |
Contract Assets with Customer | Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. Following adoption of the amended revenue recognition guidance, contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): June 30, 2018 January 1, 2018 Accounts receivable, net $ 65,888 $ 68,858 Prepaid expenses and other current assets 1,424 1,167 Other long-term assets 7,387 6,783 Total contract assets, net $ 74,699 $ 76,808 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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): June 30, 2018 Amortized Cost Unrealized Unrealized Fair Value Cash $ 35,776 $ — $ — $ 35,776 Cash equivalents - Money market funds 96,414 — — 96,414 Cash and cash equivalents $ 132,190 $ — $ — $ 132,190 Corporate debt securities $ 111,078 $ 1 $ (584 ) $ 110,495 U.S. Treasuries / Agencies 112,903 — (299 ) 112,604 Marketable securities $ 223,981 $ 1 $ (883 ) $ 223,099 Cash, cash equivalents and marketable securities $ 355,289 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 |
Available-For-Sale Debt Investments At Fair Value | As of June 30, 2018 , 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 $ 165,659 $ 165,118 Due in 1-2 years 58,322 57,981 Total $ 223,981 $ 223,099 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): June 30, 2018 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 96,414 $ 96,414 $ — $ — Short-term marketable securities Corporate debt securities 68,865 — 68,865 — U.S. Treasuries / Agencies 96,253 — 96,253 — Long-term marketable securities Corporate debt securities 41,630 — 41,630 — U.S. Treasuries / Agencies 16,351 — 16,351 — Prepaid expenses and other current assets Interest rate swaps 135 — 135 — Total Assets $ 319,648 $ 96,414 $ 223,234 $ — Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (3,599 ) $ — $ — $ (3,599 ) Other long-term liabilities Interest rate swaps (1,350 ) — (1,350 ) — Total Liabilities $ (4,949 ) $ — $ (1,350 ) $ (3,599 ) The Company's interest rate swaps are subject to master netting arrangements and have been presented on a net basis in the Condensed Consolidated Balance Sheets when applicable. As of June 30, 2018 , interest rate swaps in an asset position with a fair value of $0.1 million that mature in 2021 were netted against interest rate swaps in a liability position with a fair value of $0.9 million that mature in 2021 in the Condensed Consolidated Balance Sheets and in the table above. 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 ) |
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): Three Months Ended June 30, 2018 2017 Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ (3,204 ) $ 10,476 $ (5,104 ) Loss included in earnings (395 ) — (611 ) Unrealized gains included in other comprehensive income — 108 — Balance at end of period $ (3,599 ) $ 10,584 $ (5,715 ) Six Months Ended June 30, 2018 2017 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) Sales (10,715 ) — — — Loss included in earnings (85 ) (1,365 ) — (442 ) Unrealized loss reclassified on sale 216 — — — Unrealized gains included in other comprehensive income — — 216 — Balance at end of period $ — $ (3,599 ) $ 10,584 $ (5,715 ) |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): June 30, 2018 December 31, 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 319,107 $ 328,181 $ 311,766 $ 326,888 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 668,361 674,520 671,281 679,722 Total Long-term debt $ 987,516 $ 1,002,749 $ 983,095 $ 1,006,658 (a) The fair value of debt issued or assumed 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 Condensed Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Asset27
Goodwill And Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill by reportable segment were as follows (in thousands): Product Intellectual Property Licensing Total December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Foreign currency translation 87 — 87 June 30, 2018 $ 521,982 $ 1,291,332 $ 1,813,314 |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, 2018 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,033,963 $ (720,728 ) $ 313,235 Existing contracts and customer relationships 402,782 (176,053 ) 226,729 Content databases and other 57,110 (49,982 ) 7,128 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,502,155 (955,063 ) 547,092 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,516,155 $ (955,063 ) $ 561,092 December 31, 2017 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,034,458 $ (676,465 ) $ 357,993 Existing contracts and customer relationships 403,244 (139,289 ) 263,955 Content databases and other 57,053 (49,077 ) 7,976 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,503,055 (873,131 ) 629,924 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,517,055 $ (873,131 ) $ 643,924 |
Estimated Amortization Expense In Future Periods | As of June 30, 2018 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2018 $ 64,985 2019 109,809 2020 109,064 2021 66,295 2022 38,569 Thereafter 158,370 Total $ 547,092 |
Restructuring and Asset Impai28
Restructuring and Asset Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Facility-related costs $ 186 $ 446 $ 288 $ 1,207 Severance costs 592 1,614 2,784 4,043 Share-based payments 323 573 2,575 1,918 Contract termination costs — — — 4 Asset impairment — 6,741 — 6,741 Restructuring and asset impairment charges $ 1,101 $ 9,374 $ 5,647 $ 13,913 Components of Accrued restructuring costs were as follows (in thousands): June 30, 2018 December 31, 2017 Facility-related costs $ 553 $ 693 Severance costs 1,102 584 Contract termination costs — 37 Accrued restructuring costs $ 1,655 $ 1,314 |
Restructuring Activities Related to Plans | Restructuring activities for the Profit Improvement Plan for the six months ended June 30, 2018 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (4 ) $ — $ — $ 43 Severance costs — 2,657 (1,695 ) — (11 ) 951 Share-based payments — 2,575 — (2,575 ) — — Total $ — $ 5,279 $ (1,699 ) $ (2,575 ) $ (11 ) $ 994 Restructuring activities related to the TiVo Integration Restructuring Plan for the six months ended June 30, 2018 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (99 ) $ (27 ) $ 265 Severance costs 448 127 (564 ) 1 12 Total $ 559 $ 407 $ (663 ) $ (26 ) $ 277 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Instrument [Line Items] | |
Carrying Value and Par Value of Debt | A summary of debt issued by or assumed by the Company was as follows (dollars in thousands): June 30, 2018 December 31, 2017 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 $ 319,107 $ 345,000 $ 311,766 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 672,000 668,361 675,500 671,281 Total Long-term debt $ 1,017,048 987,516 $ 1,020,548 983,095 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 980,516 $ 976,095 |
Schedule of Maturities of Long-term Debt | As of June 30, 2018 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): Remainder of 2018 $ 3,500 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,017,048 (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 June 30, 2018 and December 31, 2017 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity June 30, 2018 December 31, 2017 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility 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 |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible Debt | Related to the 2020 Convertible Notes , the Condensed Consolidated Balance Sheets included the following (in thousands): June 30, 2018 December 31, 2017 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (22,953 ) (29,499 ) Less: Unamortized debt issuance costs (2,940 ) (3,735 ) Carrying amount $ 319,107 $ 311,766 Equity component $ 63,854 $ 63,854 |
Components of Interest Expense | Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Stated interest $ 431 $ 431 $ 863 $ 863 Amortization of debt discount 3,292 3,143 6,546 6,249 Amortization of debt issuance costs 402 364 795 719 Total interest expense $ 4,125 $ 3,938 $ 8,204 $ 7,831 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The number of shares used to calculate Basic and Diluted EPS were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average shares used in computing basic per share amounts 122,713 120,209 122,399 119,515 Dilutive effect of equity-based compensation awards — — — — Weighted average shares used in computing diluted per share amounts 122,713 120,209 122,399 119,515 |
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): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Restricted awards 3,876 3,440 4,153 4,048 Stock options 2,166 2,812 2,238 3,233 2020 Convertible Notes (a) 12,748 12,171 12,748 12,171 2021 Convertible Notes (a) 1 1 1 1 Warrants related to 2020 Convertible Notes (a) 12,423 11,936 12,374 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 31,214 30,360 31,514 31,389 (a) See Note 10 for additional details. |
Schedule of Stockholders Equity | Changes in stockholders' equity for the three and six months ended June 30, 2018 were as follows (in thousands): Common stock Treasury stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Shares Amount Shares Amount Balance as of March 31, 2018 124,389 $ 124 (1,465 ) $ (27,634 ) $ 3,272,119 $ (1,746 ) $ (1,378,956 ) $ 1,863,907 Net loss (20,570 ) (20,570 ) Other comprehensive income, net of tax (2,487 ) (2,487 ) Issuance of restricted stock, net 139 1 — 1 Equity-based compensation 7,092 7,092 Dividends (22,118 ) (22,118 ) Withholding taxes related to net share settlement of restricted stock units (92 ) (1,291 ) (1,291 ) Balance as of June 30, 2018 124,528 $ 125 (1,557 ) $ (28,925 ) $ 3,257,093 $ (4,233 ) $ (1,399,526 ) $ 1,824,534 Common stock Treasury stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2017 123,385 $ 123 (1,269 ) $ (24,740 ) $ 3,273,022 $ (2,738 ) $ (1,392,651 ) $ 1,853,016 Cumulative effect adjustment (a) 31,412 31,412 Net loss (38,287 ) (38,287 ) Other comprehensive income, net of tax (1,495 ) (1,495 ) Issuance of common stock under employee stock purchase plan 639 1 7,574 7,575 Issuance of restricted stock, net 504 1 — 1 Equity-based compensation 20,726 20,726 Dividends (44,229 ) (44,229 ) Withholding taxes related to net share settlement of restricted stock units (288 ) (4,185 ) (4,185 ) Balance as of June 30, 2018 124,528 $ 125 (1,557 ) $ (28,925 ) $ 3,257,093 $ (4,233 ) $ (1,399,526 ) $ 1,824,534 (a) See Note 1 and Note 5 for additional information. |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used To Value Equity-Based Payments | Weighted-average assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 ESPP shares: Expected volatility N/A N/A 42.5 % 41.7 % Expected term N/A N/A 1.3 years 1.3 years Risk-free interest rate N/A N/A 1.9 % 1.0 % Expected dividend yield N/A N/A 5.2 % 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: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average grant date fair value: Restricted awards $ 12.51 $ 16.82 $ 12.57 $ 17.69 ESPP shares N/A N/A $ 4.83 $ 5.92 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 6,731 $ 11,749 $ 18,755 $ 25,774 Pre-tax equity-based compensation, included in restructuring expense $ 323 $ 573 $ 2,575 $ 1,918 |
Restricted Awards Activity | Activity related to the Company's restricted awards for the six months ended June 30, 2018 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,899 $ 17.78 Granted 569 $ 12.57 Vested (895 ) $ 22.60 Forfeited (726 ) $ 20.67 Outstanding as of end of period 4,847 $ 15.85 |
Schedule of Stock Option Activity | Activity related to the Company's stock options for the six months ended June 30, 2018 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 2,368 $ 27.16 Forfeited and expired (325 ) $ 32.47 Outstanding as of end of period 2,043 $ 26.31 1.4 years $ — Vested and expected to vest as of June 30, 2018 2,038 $ 26.32 1.4 years $ — Exercisable as of June 30, 2018 1,968 $ 26.42 1.3 years $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of Income tax expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Foreign withholding tax $ 3,182 $ 2,803 $ 7,070 $ 7,011 State income tax 122 569 179 1,135 Foreign income tax 214 181 560 744 Change in indefinite reinvestment assertion 1,221 — 1,221 — Release of deferred tax asset valuation allowance — — — (152 ) Change in net deferred tax liabilities (369 ) 363 (491 ) 681 Change in unrecognized tax benefits (51 ) (8 ) (3 ) 56 Income tax expense $ 4,319 $ 3,908 $ 8,536 $ 9,475 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Product Platform Solutions $ 72,208 $ 82,971 $ 168,148 $ 171,154 Software and Services 19,619 19,752 38,098 45,021 Other 960 1,640 3,393 3,231 Revenues, net 92,787 104,363 209,639 219,406 Adjusted Operating Expenses (1) 81,467 92,011 170,933 189,007 Adjusted EBITDA (2) 11,320 12,352 38,706 30,399 Intellectual Property Licensing US Pay TV Providers 49,217 68,733 99,132 132,077 CE Manufacturers 8,927 11,974 17,895 22,817 New Media, International Pay TV Providers and Other 21,929 23,488 36,031 40,022 Revenues, net 80,073 104,195 153,058 194,916 Adjusted Operating Expenses (1) 24,972 20,817 50,329 45,004 Adjusted EBITDA (2) 55,101 83,378 102,729 149,912 Corporate Adjusted Operating Expenses (1) 14,512 14,876 30,560 31,233 Adjusted EBITDA (2) (14,512 ) (14,876 ) (30,560 ) (31,233 ) Consolidated Total Revenues, net 172,860 208,558 362,697 414,322 Adjusted Operating Expenses (1) 120,951 127,704 251,822 265,244 Adjusted EBITDA (2) 51,909 80,854 110,875 149,078 Depreciation 5,773 5,382 10,914 10,854 Amortization of intangible assets 40,809 41,678 82,221 83,378 Restructuring and asset impairment charges 1,101 9,374 5,647 13,913 Equity-based compensation 6,731 11,749 18,755 25,774 Transition and integration costs 7,041 5,108 9,451 12,307 Earnout amortization 536 959 1,494 1,917 CEO transition cash costs (1,600 ) — (975 ) — Remeasurement of contingent consideration 281 398 1,171 74 Gain on settlement of acquired receivable — (2,537 ) — (2,537 ) Operating (loss) income (8,763 ) 8,743 (17,803 ) 3,398 Interest expense (12,171 ) (10,573 ) (23,805 ) (20,837 ) Interest income and other, net 544 2,823 2,110 2,760 Gain (loss) on interest rate swaps 1,841 (1,856 ) 6,152 (1,335 ) TiVo Acquisition litigation — — — (12,906 ) Loss on debt extinguishment — — — (108 ) Loss on debt modification — — — (929 ) Loss from continuing operations before income taxes $ (18,549 ) $ (863 ) $ (33,346 ) $ (29,957 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration and Gain on settlement of acquired receivable . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration and Gain on settlement of acquired receivable . |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
DVR return period | 30 days | ||
Subscription cancellation period for full refund | 30 days | ||
Lifetime subscriptions amortization period | 66 months | ||
Reduction in accumulated deficit | $ 1,399,526 | $ 1,361,239 | $ 1,392,651 |
Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable payment term | 30 days | ||
Contract cost expected benefit period (or more) | 1 year | ||
Contract cost amortization period | 3 years | ||
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable payment term | 60 days | ||
Contract cost amortization period | 5 years | ||
Accounting Standards Update 2016-04 [Member] | |||
Related Party Transaction [Line Items] | |||
Reduction in accumulated deficit | (2,155) | ||
Accounting Standards Update 2014-09, Costs to Obtain Contracts with Customers [Member] | |||
Related Party Transaction [Line Items] | |||
Reduction in accumulated deficit | (1,344) | ||
Accounting Standards Update 2014-09, Contracts with Customers [Member] | |||
Related Party Transaction [Line Items] | |||
Reduction in accumulated deficit | $ (27,913) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Mar. 27, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 0 | $ 117,030 | |||||
TiVo Acquisition litigation loss | $ 0 | $ 0 | $ 0 | 12,906 | |||
TiVo Solutions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Dissenting shares outstanding (in shares) | 9.1 | ||||||
Settled Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 117,000 | ||||||
Return of cash paid for TiVo Acquisition | $ 25,100 | ||||||
TiVo Acquisition litigation loss | $ 12,900 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Income from discontinued operations, net of tax | $ 2,298 | $ 0 | $ 3,595 | $ 0 |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Inventory, Net | |||
Raw materials | $ 1,020 | $ 1,846 | |
Finished goods | 9,214 | 9,735 | |
Inventory | 10,234 | 11,581 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 211,929 | 204,216 | |
Less: Accumulated depreciation and amortization | (158,257) | (148,972) | |
Property and equipment, net | 53,672 | 55,244 | |
Accounts Payable and Accrued Expenses | |||
Accounts payable | 6,597 | 10,517 | |
Accrued compensation and benefits | 30,126 | 47,886 | |
Other accrued liabilities | 63,057 | 77,449 | |
Accounts payable and accrued expenses | 99,780 | $ 133,697 | 135,852 |
Computer Software and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 157,149 | 150,098 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 44,794 | 44,981 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 9,986 | $ 9,137 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jan. 01, 2018USD ($)performance_obligation | Dec. 31, 2017USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | $ (1,399,526,000) | $ (1,399,526,000) | $ (1,361,239,000) | $ (1,392,651,000) |
Contract assets | 74,699,000 | 74,699,000 | 76,808,000 | |
Impairment losses | 0 | 0 | ||
Revenue recognized | 13,400,000 | 27,700,000 | ||
Revenue from remaining performance obligation | 906,400,000 | $ 906,400,000 | ||
Revenue from remaining performance obligation expected to be received in the next 12 months | 13.10% | |||
Accounts Receivable [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract assets | 65,888,000 | $ 65,888,000 | 68,858,000 | |
Prepaid Expenses and Other Current Assets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract assets | 1,424,000 | 1,424,000 | 1,167,000 | |
Other Noncurrent Assets [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract assets | $ 7,387,000 | $ 7,387,000 | $ 6,783,000 | |
International MSO Agreements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of performance obligations | performance_obligation | 2 | |||
Contracts with Customers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | $ 27,913,000 | |||
Contracts with Customers [Member] | Fixed-Fee Patent Licensing Agreement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | 10,200,000 | |||
Contracts with Customers [Member] | International MSO Agreements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accumulated deficit | $ 34,400,000 |
Revenues - Cumulative Effect of
Revenues - Cumulative Effect of Changes on Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 190,167 | $ 204,945 | $ 180,768 |
Prepaid expenses and other current assets | 39,251 | 38,539 | 40,719 |
Other long-term assets | 57,646 | 62,073 | 65,673 |
Accounts payable and accrued expenses | (99,780) | (133,697) | (135,852) |
Unearned revenue | (45,050) | (44,185) | (55,393) |
Deferred tax liabilities, net | (51,328) | (50,704) | (50,356) |
Accumulated deficit | $ 1,399,526 | 1,361,239 | $ 1,392,651 |
Contracts with Customers [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 24,177 | ||
Prepaid expenses and other current assets | (2,705) | ||
Other long-term assets | (4,419) | ||
Accounts payable and accrued expenses | 0 | ||
Unearned revenue | 11,208 | ||
Deferred tax liabilities, net | (348) | ||
Accumulated deficit | (27,913) | ||
Costs to Obtain Contracts with Customers [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 0 | ||
Prepaid expenses and other current assets | 525 | ||
Other long-term assets | 819 | ||
Accounts payable and accrued expenses | 0 | ||
Unearned revenue | 0 | ||
Deferred tax liabilities, net | 0 | ||
Accumulated deficit | (1,344) | ||
De-recognition of Prepaid Stored Value Product Liabilities [Member] | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | 0 | ||
Prepaid expenses and other current assets | 0 | ||
Other long-term assets | 0 | ||
Accounts payable and accrued expenses | 2,155 | ||
Unearned revenue | 0 | ||
Deferred tax liabilities, net | 0 | ||
Accumulated deficit | $ (2,155) |
Revenues - Consolidated Stateme
Revenues - Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues, net | $ 172,860 | $ 208,558 | $ 362,697 | $ 414,322 |
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 42,583 | 39,281 | 85,798 | 81,587 |
Selling, general and administrative | 42,957 | 45,741 | 94,039 | 99,690 |
Loss from continuing operations before income taxes | (18,549) | (863) | (33,346) | (29,957) |
Income tax expense | 4,319 | 3,908 | 8,536 | 9,475 |
Loss from continuing operations, net of tax | (22,868) | $ (4,771) | (41,882) | $ (39,432) |
As If Applying Prior Guidance [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues, net | 186,862 | 373,003 | ||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 43,217 | 86,946 | ||
Selling, general and administrative | 42,872 | 94,037 | ||
Loss from continuing operations before income taxes | (5,096) | (24,186) | ||
Income tax expense | 4,712 | 9,318 | ||
Loss from continuing operations, net of tax | (9,808) | (33,504) | ||
Effect of Change Higher/(Lower) [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Revenues, net | (14,002) | (10,306) | ||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | (634) | (1,148) | ||
Selling, general and administrative | 85 | 2 | ||
Loss from continuing operations before income taxes | (13,453) | (9,160) | ||
Income tax expense | (393) | (782) | ||
Loss from continuing operations, net of tax | $ (13,060) | $ (8,378) |
Revenues - Concentration of Ris
Revenues - Concentration of Risk (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Virgin Media [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percent) | 10.00% | ||||
Virgin Media [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percent) | 11.00% | ||||
AT&T [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percent) | 10.00% | 14.00% | 10.00% | 14.00% | |
AT&T [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percent) | 14.00% | 28.00% |
Revenues - Revenue by Contract
Revenues - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | $ 172,860 | $ 208,558 | $ 362,697 | $ 414,322 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 48,005 | 112,925 | ||
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 114,706 | 237,607 | ||
Out-of-license settlements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 10,149 | 12,165 | ||
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 92,787 | 209,639 | ||
Product [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 20,675 | 57,476 | ||
Product [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 72,112 | 152,163 | ||
Product [Member] | Out-of-license settlements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 0 | 0 | ||
Intellectual Property Licensing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 80,073 | 153,058 | ||
Intellectual Property Licensing [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 27,330 | 55,449 | ||
Intellectual Property Licensing [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 42,594 | 85,444 | ||
Intellectual Property Licensing [Member] | Out-of-license settlements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | $ 10,149 | $ 12,165 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 172,860 | $ 208,558 | $ 362,697 | $ 414,322 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 117,176 | 236,111 | ||
United Kingdom [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 13,718 | 47,230 | ||
Rest of world [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 41,966 | $ 79,356 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, gross | $ 192,931 | $ 183,343 | |
Less: Allowance for doubtful accounts | (2,764) | (2,575) | |
Accounts receivable, net | $ 190,167 | $ 204,945 | $ 180,768 |
Revenues - Contract Assets (Det
Revenues - Contract Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 |
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 74,699 | $ 76,808 |
Accounts Receivable, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 65,888 | 68,858 |
Prepaid Expenses and Other Current Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 1,424 | 1,167 |
Other Long-term Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 7,387 | $ 6,783 |
Investments - Available-For-Sal
Investments - Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 223,981 | |
Fair Value | 223,099 | |
Total Cash, Cash Equivalents And Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 355,289 | $ 352,542 |
Auction Rate Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 10,800 | |
Unrealized Gains | 0 | |
Unrealized Losses | (216) | |
Fair Value | 10,584 | |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 111,078 | 102,794 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (584) | (397) |
Fair Value | 110,495 | 102,397 |
Foreign Government Obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,249 | |
Unrealized Gains | 0 | |
Unrealized Losses | (4) | |
Fair Value | 2,245 | |
U.S. Treasuries / Agencies [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 112,903 | 108,781 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (299) | (430) |
Fair Value | 112,604 | 108,351 |
Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 223,981 | 224,624 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (883) | (1,047) |
Fair Value | 223,099 | 223,577 |
Total Cash And Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 132,190 | 128,965 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 132,190 | 128,965 |
Cash [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 35,776 | 38,996 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 35,776 | 38,996 |
Cash Equivalents [Member] | Money Markets Funds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 96,414 | 89,969 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 96,414 | $ 89,969 |
Investments - Available-For-S47
Investments - Available-For-Sale Debt Investments At Fair Value (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Amortized Cost | |
Due in less than 1 year | $ 165,659 |
Due in 1-2 years | 58,322 |
Amortized Cost | 223,981 |
Fair Value | |
Due in less than 1 year | 165,118 |
Due in 1-2 years | 57,981 |
Total | $ 223,099 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Investments [Abstract] | ||
Non-marketable equity method investments | $ 1.5 | $ 1.1 |
Securities Owned Not Readily Marketable | $ 1.5 | $ 1.5 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps in an asset position | $ 100 | |
Interest rate swaps in an liability position | (900) | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 319,648 | $ 313,546 |
Fair value liabilities measured on a recurring basis | (4,949) | (11,969) |
Fair Value, Measurements, Recurring [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 | 96,414 | 89,969 |
Fair value liabilities measured on a recurring basis | 0 | 0 |
Fair Value, Measurements, Recurring [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 | 223,234 | 212,993 |
Fair value liabilities measured on a recurring basis | (1,350) | (9,735) |
Fair Value, Measurements, Recurring [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 | 10,584 |
Fair value liabilities measured on a recurring basis | (3,599) | (2,234) |
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-term marketable securities [Member] | Money Market Funds [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 96,414 | 89,969 |
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-term marketable securities [Member] | Money Market Funds [Member] | Cash and Cash Equivalents [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 | 96,414 | 89,969 |
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-term marketable securities [Member] | Money Market Funds [Member] | Cash and Cash Equivalents [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 |
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-term marketable securities [Member] | Money Market Funds [Member] | Cash and Cash Equivalents [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 |
Fair Value, Measurements, Recurring [Member] | 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 | 68,865 | 49,396 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | 68,865 | 49,396 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | 96,253 | 89,225 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | 96,253 | 89,225 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | |
Fair Value, Measurements, Recurring [Member] | 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 | 41,630 | 53,001 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | 41,630 | 53,001 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | 16,351 | 19,126 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | 16,351 | 19,126 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | Long-term marketable securities [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 135 | |
Fair Value, Measurements, Recurring [Member] | Long-term marketable securities [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 assets measured on recurring basis | 0 | |
Fair Value, Measurements, Recurring [Member] | Long-term marketable securities [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 assets measured on recurring basis | 135 | |
Fair Value, Measurements, Recurring [Member] | Long-term marketable securities [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 assets measured on recurring basis | 0 | |
Fair Value, Measurements, Recurring [Member] | 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 | (3,599) | (2,234) |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | (3,599) | (2,234) |
Fair Value, Measurements, Recurring [Member] | 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 | (1,350) | (9,735) |
Fair Value, Measurements, Recurring [Member] | 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 |
Fair Value, Measurements, Recurring [Member] | 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 | (1,350) | (9,735) |
Fair Value, Measurements, Recurring [Member] | 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cubiware Contingent Consideration [Member] | ||||
Liabilities | ||||
Balance at beginning of period | $ (3,204) | $ (5,104) | $ (2,234) | $ (5,273) |
Loss included in earnings | (395) | (611) | (1,365) | (442) |
Balance at end of period | (3,599) | (5,715) | (3,599) | (5,715) |
Cubiware Contingent Consideration [Member] | Selling, General and Administrative Expenses [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | (300) | (400) | (1,200) | (100) |
Cubiware Contingent Consideration [Member] | Interest Expense [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | 100 | 200 | 200 | 400 |
Auction Rate Securities [Member] | ||||
Assets | ||||
Balance at beginning of period | 10,476 | 10,584 | 10,368 | |
Sales | 10,715 | |||
Unrealized loss reclassified on sale | (216) | |||
Unrealized gains (losses) included in other comprehensive (loss) income | 108 | 216 | ||
Balance at end of period | $ 0 | $ 10,584 | 0 | $ 10,584 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings, Description | $ (85) |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | $ 987,516 | $ 983,095 |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 319,107 | 311,766 |
Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 48 | 48 |
Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 668,361 | 671,281 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 987,516 | 983,095 |
Carrying Amount [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 319,107 | 311,766 |
Carrying Amount [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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] | ||
Long-term Debt | 668,361 | 671,281 |
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 | 1,002,749 | 1,006,658 |
Fair Value [Member] | Convertible Debt [Member] | 2020 Convertible Notes [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 | 328,181 | 326,888 |
Fair Value [Member] | Convertible Debt [Member] | 2021 Convertible Notes [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 | 48 | 48 |
Fair Value [Member] | Line of Credit [Member] | Term Loan B Facility [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 | $ 674,520 | $ 679,722 |
Goodwill And Intangible Asset52
Goodwill And Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Payments for purchase of patents | $ 0 | $ 2,000 |
Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets weighted average useful life | 5 years |
Goodwill And Intangible Asset53
Goodwill And Intangible Assets, Net - Summary Of Goodwill Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning of Period | $ 1,813,227 |
Foreign currency translation | 87 |
End of Period | 1,813,314 |
Intellectual Property Licensing [Member] | |
Goodwill [Roll Forward] | |
Beginning of Period | 1,291,332 |
Foreign currency translation | 0 |
End of Period | 1,291,332 |
Product Operating Segment [Member] | |
Goodwill [Roll Forward] | |
Beginning of Period | 521,895 |
Foreign currency translation | 87 |
End of Period | $ 521,982 |
Goodwill And Intangible Asset54
Goodwill And Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,502,155 | $ 1,503,055 |
Accumulated Amortization | (955,063) | (873,131) |
Total | 547,092 | 629,924 |
Total Intangible Assets, Gross | 1,516,155 | 1,517,055 |
Total Intangible Assets, Net | 561,092 | 643,924 |
Developed Technology and Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,033,963 | 1,034,458 |
Accumulated Amortization | (720,728) | (676,465) |
Total | 313,235 | 357,993 |
Existing Contracts and Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 402,782 | 403,244 |
Accumulated Amortization | (176,053) | (139,289) |
Total | 226,729 | 263,955 |
Content Databases and Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 57,110 | 57,053 |
Accumulated Amortization | (49,982) | (49,077) |
Total | 7,128 | 7,976 |
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 Asset55
Goodwill And Intangible Assets, Net - Estimated Amortization Expense In Future Periods (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 64,985 | |
2,019 | 109,809 | |
2,020 | 109,064 | |
2,021 | 66,295 | |
2,022 | 38,569 | |
Thereafter | 158,370 | |
Total | $ 547,092 | $ 629,924 |
Restructuring and Asset Impai56
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and asset impairment charges | $ 1,101 | $ 9,374 | $ 5,647 | $ 13,913 | |
Accrual adjustment | 1,655 | 1,655 | $ 1,314 | ||
Legacy TiVo Solutions Plan and Legacy Rovi Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and asset impairment charges | $ 100 | $ 700 | |||
Legacy Rovi Plans [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrual adjustment | $ 400 | $ 400 |
Restructuring and Asset Impai57
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | ||||
Facility-related costs | $ 186 | $ 446 | $ 288 | $ 1,207 |
Severance costs | 592 | 1,614 | 2,784 | 4,043 |
Share-based payments | 323 | 573 | 2,575 | 1,918 |
Contract termination costs | 0 | 0 | 0 | 4 |
Asset impairment | 0 | 6,741 | 0 | 6,741 |
Restructuring and asset impairment charges | $ 1,101 | $ 9,374 | $ 5,647 | $ 13,913 |
Restructuring and Asset Impai58
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 1,655 | $ 1,314 |
Facility-related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 553 | 693 |
Severance Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 1,102 | 584 |
Contract Termination Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 0 | $ 37 |
Restructuring and Asset Impai59
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | $ 1,314 |
Balance at End of Period | 1,655 |
Facility-related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 693 |
Balance at End of Period | 553 |
Severance Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 584 |
Balance at End of Period | 1,102 |
Profit Improvement Plan [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0 |
Restructuring Expense | 5,279 |
Cash Settlements | (1,699) |
Non-Cash Settlements | (2,575) |
Other | (11) |
Balance at End of Period | 994 |
Profit Improvement Plan [Member] | Facility-related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0 |
Restructuring Expense | 47 |
Cash Settlements | (4) |
Non-Cash Settlements | 0 |
Other | 0 |
Balance at End of Period | 43 |
Profit Improvement Plan [Member] | Severance Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0 |
Restructuring Expense | 2,657 |
Cash Settlements | (1,695) |
Non-Cash Settlements | 0 |
Other | (11) |
Balance at End of Period | 951 |
Profit Improvement Plan [Member] | Share-based Payments [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 0 |
Restructuring Expense | 2,575 |
Cash Settlements | 0 |
Non-Cash Settlements | (2,575) |
Other | 0 |
Balance at End of Period | 0 |
Tivo Integration Restructuring Plan [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 559 |
Restructuring Expense | 407 |
Cash Settlements | (663) |
Other | (26) |
Balance at End of Period | 277 |
Tivo Integration Restructuring Plan [Member] | Facility-related Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 111 |
Restructuring Expense | 280 |
Cash Settlements | (99) |
Other | (27) |
Balance at End of Period | 265 |
Tivo Integration Restructuring Plan [Member] | Severance Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Balance at Beginning of Period | 448 |
Restructuring Expense | 127 |
Cash Settlements | (564) |
Other | 1 |
Balance at End of Period | $ 12 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 1,017,048 | $ 1,020,548 | ||
Carrying amount | 987,516 | 983,095 | ||
Less: Current portion of long-term debt | 7,000 | 7,000 | ||
Long-term debt, less current portion | $ 980,516 | 976,095 | ||
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 | $ 319,107 | 311,766 | ||
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 | 672,000 | 675,500 | ||
Carrying amount | $ 668,361 | $ 671,281 |
Debt and Interest Rate Swaps 61
Debt and Interest Rate Swaps - 2020 Convertible Notes (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] | Jun. 30, 2018$ / shares$ / per_unit | Mar. 04, 2015USD ($)trading_day$ / shares | Dec. 31, 2015$ / per_unit |
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 | 0.369520 | 0.345968 | |
Initial conversion price (in usd per share) | $ / shares | $ 27.0621 | $ 28.9044 | |
Threshold trading days | trading_day | 20 | ||
Threshold 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 trading price on product sale price resulting in conversion of notes into cash or stock | 98.00% | ||
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | ||
Non-convertible borrowing rate (percent) | 4.75% | ||
Debt issuance costs | $ 9,300,000 | ||
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | 7,600,000 | ||
Additional Paid-in Capital [Member] | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 1,700,000 | ||
Equity Option [Member] | |||
Debt Instrument [Line Items] | |||
Common stock strike price (in usd per share) | $ / per_unit | 27.0621 | 28.9044 |
Debt and Interest Rate Swaps 62
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 1,017,048 | $ 1,020,548 |
Carrying amount | 987,516 | 983,095 |
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 345,000 | 345,000 |
Less: Unamortized debt discount | (22,953) | (29,499) |
Less: Unamortized debt issuance costs | (2,940) | (3,735) |
Carrying amount | 319,107 | 311,766 |
Equity component | $ 63,854 | $ 63,854 |
Debt and Interest Rate Swaps 63
Debt and Interest Rate Swaps - Components of Interest Expense (Details) - 2020 Convertible Notes [Member] - Convertible Debt [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Stated interest | $ 431 | $ 431 | $ 863 | $ 863 |
Amortization of debt discount | 3,292 | 3,143 | 6,546 | 6,249 |
Amortization of debt issuance costs | 402 | 364 | 795 | 719 |
Total interest expense | $ 4,125 | $ 3,938 | $ 8,204 | $ 7,831 |
Debt and Interest Rate Swaps 64
Debt and Interest Rate Swaps - Purchased Call Options and Sold Warrants (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / shares$ / per_unitshares | Jun. 30, 2018$ / shares$ / per_unitshares | |
Equity Option [Member] | ||
Debt Instrument [Line Items] | ||
Purchase of call options | $ | $ 64.8 | |
Call option, shares | 11.9 | 12.7 |
Common stock strike price (in usd per share) | $ / per_unit | 28.9044 | 27.0621 |
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 | $ 37.5863 |
Warrants outstanding (in shares) | 12.4 |
Debt and Interest Rate Swaps 65
Debt and Interest Rate Swaps - 2021 Convertible Notes (Details) - Convertible Debt [Member] - 2021 Convertible Notes [Member] | Jun. 30, 2018$ / shares | Oct. 12, 2016USD ($) | Sep. 07, 2016$ / shares | Sep. 22, 2014USD ($)$ / shares |
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] | ||||
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) | $ 17.8230 | |||
TiVo Corporation [Member] | ||||
Debt Instrument [Line Items] | ||||
Shares issued per $1,000 principal amount | 0.230879 | 0.216181 | ||
Initial conversion price (in usd per share) | $ 36.6296 | $ 39.12 | ||
Initial conversion price to principal of notes (in usd per share) | $ 154.30 | $ 154.30 |
Debt and Interest Rate Swaps 66
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) | Jan. 26, 2017USD ($) | Jul. 02, 2014USD ($)subsidiary | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Feb. 28, 2018USD ($) |
Debt Instrument [Line Items] | |||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | ||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 108,000 | |||
Loss on debt modification | $ 0 | $ 0 | $ 0 | 929,000 | |||
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 | ||||||
Additional payments | $ 0 | ||||||
Term Loan B Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (percent) | 3.00% | ||||||
LIBOR floor | 0.75% | ||||||
Term Loan B Facility [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (percent) | 2.00% | ||||||
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] | Refinancing Agreement No.1 [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (percent) | 2.50% | ||||||
Line of Credit [Member] | Refinancing Agreement No.1 [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (percent) | 0.75% | ||||||
Line of Credit [Member] | Refinancing Agreement No.1 [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate (percent) | 1.50% | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Maximum borrowing capacity | $ 175,000,000 |
Debt and Interest Rate Swaps 67
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Remainder of 2018 | $ 3,500 | |
2,019 | 352,000 | |
2,020 | 7,000 | |
2,021 | 654,548 | |
Total | $ 1,017,048 | $ 1,020,548 |
Debt and Interest Rate Swaps 68
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||||
Gain (loss) on interest rate swaps | $ 1,841 | $ (1,856) | $ 6,152 | $ (1,335) | |
Not Designated as Hedging Instrument [Member] | $250M June 2013 Swaps | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Notional amount of interest rate swaps | $ 250,000 | $ 250,000 | $ 250,000 | ||
Fixed interest rate (percent) | 2.23% | 2.23% | |||
Not Designated as Hedging Instrument [Member] | $125M September 2014 Swaps [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Notional amount of interest rate swaps | $ 125,000 | $ 125,000 | 125,000 | ||
Fixed interest rate (percent) | 2.66% | 2.66% | |||
Not Designated as Hedging Instrument [Member] | $200M September 2014 Swaps [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Notional amount of interest rate swaps | $ 200,000 | $ 200,000 | $ 200,000 | ||
Fixed interest rate (percent) | 2.93% | 2.93% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Sep. 30, 2018USD ($)patent | Jun. 30, 2018USD ($) | |
Inventories [Member] | ||
Loss Contingencies [Line Items] | ||
Total purchase commitments | $ 3.9 | |
Accrued purchase commitments | $ 1 | |
Subsequent Event [Member] | Settled Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Amount of patent settlement claim | $ 4.5 | |
Number of patents transferred in settlement | patent | 2 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018USD ($)$ / shares$ / per_unitshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / shares$ / per_unitshares | Jun. 30, 2017USD ($)$ / sharesshares | Feb. 14, 2017USD ($) | Dec. 31, 2015$ / shares$ / per_unit | |
Class of Stock [Line Items] | ||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | shares | 31,214,000 | 30,360,000 | 31,514,000 | 31,389,000 | ||
Share price (in us dollars per share) | $ / shares | $ 13.45 | $ 13.45 | ||||
Authorized stock repurchase amount | $ 150,000,000 | |||||
Stock repurchase (in shares) | shares | 0 | |||||
Remaining number of shares authorized to be repurchased | $ 150,000,000 | $ 150,000,000 | ||||
Tax withholding for share-based compensation | $ 1,291,000 | $ 4,185,000 | ||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 | ||
Dividend payments | $ 22,200,000 | $ 21,700,000 | $ 44,348,000 | $ 43,349,000 | ||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Tax withholding for share-based compensation (shares) | shares | 100,000 | 100,000 | 300,000 | 600,000 | ||
Tax withholding for share-based compensation | $ 1,300,000 | $ 1,700,000 | $ 4,200,000 | $ 11,300,000 | ||
Performance-based Restricted Stock Units [Member] | ||||||
Class of Stock [Line Items] | ||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | shares | 900,000 | 400,000 | 1,000,000 | 500,000 | ||
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) | $ / shares | $ 37.5863 | $ 37.5863 | $ 40.1450 | |||
Equity Option [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock strike price (in usd per share) | $ / per_unit | 27.0621 | 27.0621 | 28.9044 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Equity [Abstract] | ||||
Weighted average shares used in computing basic per share amounts | 122,713 | 120,209 | 122,399 | 119,515 |
Dilutive effect of equity-based compensation awards | 0 | 0 | 0 | 0 |
Weighted average shares used in computing diluted per share amounts | 122,713 | 120,209 | 122,399 | 119,515 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 31,214 | 30,360 | 31,514 | 31,389 |
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 | 3,876 | 3,440 | 4,153 | 4,048 |
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 | 2,166 | 2,812 | 2,238 | 3,233 |
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 | 12,748 | 12,171 | 12,748 | 12,171 |
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 | 1 | 1 | 1 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,423 | 11,936 | 12,374 | 11,936 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | |
Class of Stock [Line Items] | |||||
Balance | $ 1,863,907 | $ 1,853,016 | |||
Balance (treasury shares) | (1,269) | ||||
Balance (common shares) | 123,385 | ||||
Cumulative effect adjustment | $ 31,412 | ||||
Net loss | (20,570) | $ (4,771) | $ (38,287) | $ (39,432) | |
Other comprehensive income, net of tax | (2,487) | $ 1,319 | (1,495) | $ 3,396 | |
Issuance of common stock under employee stock purchase plan | 7,575 | ||||
Issuance of restricted stock, net | 1 | 1 | |||
Equity-based compensation | 7,092 | 20,726 | |||
Dividends | (22,118) | (44,229) | |||
Withholding taxes related to net share settlement of restricted stock units | (1,291) | (4,185) | |||
Balance | $ 1,824,534 | $ 1,824,534 | |||
Balance (treasury shares) | (1,557) | (1,557) | |||
Balance (common shares) | 124,528 | 124,528 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Balance | $ 124 | $ 123 | |||
Balance (common shares) | 124,389 | 123,385 | |||
Issuance of common stock under employee stock purchase plan (in shares | 639 | ||||
Issuance of common stock under employee stock purchase plan | $ 1 | ||||
Issuance of restricted stock, net (in shares) | 139 | 504 | |||
Issuance of restricted stock, net | $ 1 | $ 1 | |||
Balance | $ 125 | $ 125 | |||
Balance (common shares) | 124,528 | 124,528 | |||
Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Balance | $ (27,634) | $ (24,740) | |||
Balance (treasury shares) | (1,465) | (1,269) | |||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (92) | (288) | |||
Withholding taxes related to net share settlement of restricted stock units | $ (1,291) | $ (4,185) | |||
Balance | $ (28,925) | $ (28,925) | |||
Balance (treasury shares) | (1,557) | (1,557) | |||
Additional Paid-in Capital [Member] | |||||
Class of Stock [Line Items] | |||||
Balance | $ 3,272,119 | $ 3,273,022 | |||
Issuance of common stock under employee stock purchase plan | 7,574 | ||||
Issuance of restricted stock, net | 0 | 0 | |||
Equity-based compensation | 7,092 | 20,726 | |||
Dividends | (22,118) | (44,229) | |||
Balance | 3,257,093 | 3,257,093 | |||
Accumulated Other Comprehensive Loss [Member] | |||||
Class of Stock [Line Items] | |||||
Balance | (1,746) | (2,738) | |||
Other comprehensive income, net of tax | (2,487) | (1,495) | |||
Balance | (4,233) | (4,233) | |||
Accumulated Deficit [Member] | |||||
Class of Stock [Line Items] | |||||
Balance | (1,378,956) | (1,392,651) | |||
Cumulative effect adjustment | $ 31,412 | ||||
Net loss | (20,570) | (38,287) | |||
Balance | $ (1,399,526) | $ (1,399,526) |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)purchase_periodshares | Jun. 30, 2017USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Unrecognized compensation cost | $ | $ 57,500,000 | $ 57,500,000 | ||
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years 1 month | |||
Total intrinsic value of options exercised | $ | $ 0 | $ 600,000 | $ 0 | $ 2,000,000 |
Restricted Stock [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number of shares awarded and unvested | 0.2 | 0.2 | ||
Aggregate fair value of vested restricted stock | $ | $ 3,300,000 | $ 4,400,000 | $ 12,800,000 | $ 36,500,000 |
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 | 4.6 | 4.6 | ||
Performance-based Restricted Stock Units [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number of shares awarded and unvested | 0.9 | 0.9 | ||
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% | 200.00% | ||
ESPP Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 5.2 | 5.2 | ||
Shares available for issuance | 5.2 | 5.2 | ||
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) | 5.20% | 0.00% | ||
Rovi 2008 Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 30 | 30 | ||
Shares available for issuance | 12.8 | 12.8 | ||
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 | |||
Award vesting rights (percent) | 25.00% | |||
Contractual term of stock options granted (years) | 7 years | |||
Rovi 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] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 3.9 | 3.9 | ||
Shares available for issuance | 1.7 | 1.7 | ||
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 | |||
Award vesting rights (percent) | 25.00% | |||
Contractual term of stock options granted (years) | 7 years | |||
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) - ESPP Plan [Member] | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 42.50% | 41.70% |
Expected term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate (percent) | 1.90% | 1.00% |
Expected dividend yield (percent) | 5.20% | 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Weighted average grant date fair value: | ||||
Restricted awards (in dollars per share) | $ 12.51 | $ 16.82 | $ 12.57 | $ 17.69 |
ESPP shares (in dollars per share) | $ 4.83 | $ 5.92 | ||
Equity-based compensation | ||||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 6,731 | $ 11,749 | $ 18,755 | $ 25,774 |
Pre-tax equity-based compensation, included in restructuring expense | $ 323 | $ 573 | $ 2,575 | $ 1,918 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Weighted-Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 12.51 | $ 16.82 | $ 12.57 | $ 17.69 |
Restricted Awards [Member] | ||||
Restricted Awards (In Thousands) | ||||
Beginning Balance (in shares) | 5,899 | |||
Granted (in shares) | 569 | |||
Vested (in shares) | (895) | |||
Forfeited (in shares) | (726) | |||
Ending Balance (in shares) | 4,847 | 4,847 | ||
Weighted-Average Grant Date Fair Value | ||||
Beginning Balance (in dollars per share) | $ 17.78 | |||
Granted (in dollars per share) | 12.57 | |||
Vested (in dollars per share) | 22.60 | |||
Forfeited (in dollars per share) | 20.67 | |||
Ending Balance (in dollars per share) | $ 15.85 | $ 15.85 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Options | |
Beginning Balance (in shares) | shares | 2,368 |
Forfeited and expired (in shares) | shares | (325) |
Ending Balance (in shares) | shares | 2,043 |
Vested and expected to vest (in shares) | shares | 2,038 |
Exercisable (in shares) | shares | 1,968 |
Weighted-Average Exercise Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 27.16 |
Forfeited and expired (in dollars per share) | $ / shares | 32.47 |
Ending Balance (in dollars per share) | $ / shares | 26.31 |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | $ / shares | 26.32 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 26.42 |
Weighted-Average Remaining Contractual Term | |
Weighted-Average Remaining Contractual Term, Outstanding | 1 year 5 months |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 1 year 5 months |
Weighted-Average Remaining Contractual Term, Exercisable | 1 year 4 months |
Aggregate Intrinsic Value (In Thousands) | |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Foreign withholding tax | $ 3,182 | $ 2,803 | $ 7,070 | $ 7,011 |
State income tax | 122 | 569 | 179 | 1,135 |
Foreign income tax | 214 | 181 | 560 | 744 |
Change in indefinite reinvestment assertion | 1,221 | 0 | 1,221 | 0 |
Release of deferred tax asset valuation allowance | 0 | 0 | 0 | (152) |
Change in net deferred tax liabilities | (369) | 363 | (491) | 681 |
Change in unrecognized tax benefits | (51) | (8) | (3) | 56 |
Income tax expense | $ 4,319 | $ 3,908 | $ 8,536 | $ 9,475 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Transition tax | $ 33.7 | $ 33.7 | $ 33.8 |
Provisional transition tax state tax expense | 0.1 | 0.1 | |
Provisional GILTI tax | 0.4 | 0.4 | |
Provisional PTI state tax expense | $ 0.1 | $ 1.2 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Revenues, net | $ 172,860 | $ 208,558 | $ 362,697 | $ 414,322 |
Adjusted Operating Expenses | 120,951 | 127,704 | 251,822 | 265,244 |
Adjusted EBITDA | 51,909 | 80,854 | 110,875 | 149,078 |
Depreciation | 5,773 | 5,382 | 10,914 | 10,854 |
Amortization of intangible assets | 40,809 | 41,678 | 82,221 | 83,378 |
Restructuring and asset impairment charges | 1,101 | 9,374 | 5,647 | 13,913 |
Equity-based compensation | 6,731 | 11,749 | 18,755 | 25,774 |
Transition and integration costs | 7,041 | 5,108 | 9,451 | 12,307 |
Earnout amortization | 536 | 959 | 1,494 | 1,917 |
CEO transition cash costs | (1,600) | 0 | (975) | 0 |
Remeasurement of contingent consideration | 281 | 398 | 1,171 | 74 |
Gain on settlement of acquired receivable | 0 | (2,537) | 0 | (2,537) |
Operating (loss) income | (8,763) | 8,743 | (17,803) | 3,398 |
Interest expense | (12,171) | (10,573) | (23,805) | (20,837) |
Interest income and other, net | 544 | 2,823 | 2,110 | 2,760 |
Gain (loss) on interest rate swaps | 1,841 | (1,856) | 6,152 | (1,335) |
TiVo Acquisition litigation | 0 | 0 | 0 | (12,906) |
Loss on debt extinguishment | 0 | 0 | 0 | (108) |
Loss on debt modification | 0 | 0 | 0 | (929) |
Loss from continuing operations before income taxes | (18,549) | (863) | (33,346) | (29,957) |
Product [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 92,787 | 209,639 | ||
Intellectual Property Licensing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 80,073 | 153,058 | ||
Operating Segments [Member] | Product [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 92,787 | 104,363 | 209,639 | 219,406 |
Adjusted Operating Expenses | 81,467 | 92,011 | 170,933 | 189,007 |
Adjusted EBITDA | 11,320 | 12,352 | 38,706 | 30,399 |
Operating Segments [Member] | Product [Member] | Platform Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 72,208 | 82,971 | 168,148 | 171,154 |
Operating Segments [Member] | Product [Member] | Software and Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 19,619 | 19,752 | 38,098 | 45,021 |
Operating Segments [Member] | Product [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 960 | 1,640 | 3,393 | 3,231 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 80,073 | 104,195 | 153,058 | 194,916 |
Adjusted Operating Expenses | 24,972 | 20,817 | 50,329 | 45,004 |
Adjusted EBITDA | 55,101 | 83,378 | 102,729 | 149,912 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | US Pay TV Providers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 49,217 | 68,733 | 99,132 | 132,077 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | Consumer Electronics Manufacturers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 8,927 | 11,974 | 17,895 | 22,817 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | New Media, International Pay TV Providers and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 21,929 | 23,488 | 36,031 | 40,022 |
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Operating Expenses | 14,512 | 14,876 | 30,560 | 31,233 |
Adjusted EBITDA | $ (14,512) | $ (14,876) | $ (30,560) | $ (31,233) |