Document and Entity Information
Document and Entity Information - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 20, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
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 Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 124.8 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,629.8 | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 161,955 | $ 128,965 |
Short-term marketable securities | 158,956 | 140,866 |
Accounts receivable, net | 152,866 | 180,768 |
Inventory | 7,449 | 11,581 |
Prepaid expenses and other current assets | 30,806 | 34,751 |
Total current assets | 512,032 | 496,931 |
Long-term marketable securities | 73,207 | 82,711 |
Property and equipment, net | 53,586 | 55,244 |
Intangible assets, net | 513,770 | 643,924 |
Goodwill | 1,544,343 | 1,813,227 |
Other long-term assets | 63,365 | 71,641 |
Total assets | 2,760,303 | 3,163,678 |
Current liabilities: | ||
Accounts payable and accrued expenses | 104,981 | 135,852 |
Unearned revenue | 46,072 | 55,393 |
Current portion of long-term debt | 373,361 | 7,000 |
Total current liabilities | 524,414 | 198,245 |
Taxes payable, less current portion | 5,156 | 3,947 |
Unearned revenue, less current portion | 54,495 | 58,283 |
Long-term debt, less current portion | 618,776 | 976,095 |
Deferred tax liabilities, net | 45,030 | 50,356 |
Other long-term liabilities | 19,491 | 23,736 |
Total liabilities | 1,267,362 | 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; 125,781 shares issued and 123,975 shares outstanding as of December 31, 2018; and 123,385 shares issued and 122,116 shares outstanding as of December 31, 2017 | 126 | 123 |
Treasury stock, 1,806 shares and 1,269 shares as of December 31, 2018 and December 31, 2017, respectively, at cost | (32,124) | (24,740) |
Additional paid-in capital | 3,239,395 | 3,273,022 |
Accumulated other comprehensive loss | (3,869) | (2,738) |
Accumulated deficit | (1,710,587) | (1,392,651) |
Total stockholders’ equity | 1,492,941 | 1,853,016 |
Total liabilities and stockholders’ equity | $ 2,760,303 | $ 3,163,678 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues, net: | |||
Revenues, net: | $ 695,865 | $ 826,456 | $ 649,093 |
Costs and expenses: | |||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 169,149 | 167,712 | 139,666 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 19,491 | 46,699 | 19,056 |
Research and development | 177,285 | 194,382 | 125,172 |
Selling, general and administrative | 181,047 | 205,024 | 192,755 |
Depreciation | 21,464 | 22,144 | 18,698 |
Amortization of intangible assets | 147,336 | 166,657 | 104,989 |
Restructuring and asset impairment charges | 10,061 | 19,048 | 27,316 |
Goodwill impairment | 269,000 | 0 | 0 |
Total costs and expenses | 994,833 | 821,666 | 627,652 |
Operating (loss) income | (298,968) | 4,790 | 21,441 |
Interest expense | (49,150) | (42,756) | (43,681) |
Interest income and other, net | 5,682 | 2,915 | 1,688 |
Gain (loss) on interest rate swaps | 3,425 | 1,859 | (3,884) |
TiVo Acquisition litigation | 0 | (14,006) | 0 |
Loss on debt extinguishment | 0 | (108) | 0 |
Loss on debt modification | 0 | (929) | 0 |
Loss from continuing operations before income taxes | (339,011) | (48,235) | (24,436) |
Income tax expense (benefit) | 14,052 | (10,279) | (61,685) |
(Loss) income from continuing operations, net of tax | (353,063) | (37,956) | 37,249 |
Income (loss) from discontinued operations, net of tax | 3,715 | 0 | (4,588) |
Net (loss) income | $ (349,348) | $ (37,956) | $ 32,661 |
Basic (loss) earnings per share: | |||
Continuing operations (in dollars per share) | $ (2.87) | $ (0.32) | $ 0.40 |
Discontinued operations (in dollars per share) | 0.03 | 0 | (0.05) |
Basic loss per share (in dollars per share) | $ (2.84) | $ (0.32) | $ 0.35 |
Weighted average shares used in computing basic per share amounts (in shares) | 123,020 | 120,355 | 93,064 |
Diluted (loss) earnings per share: | |||
Continuing operations (in dollars per share) | $ (2.87) | $ (0.32) | $ 0.40 |
Discontinued operations (in dollars per share) | 0.03 | 0 | (0.05) |
Diluted loss per share (in dollars per share) | $ (2.84) | $ (0.32) | $ 0.35 |
Weighted average shares used in computing diluted per share amounts (in shares) | 123,020 | 120,355 | 94,262 |
Dividends declared per share (in dollars per share) | $ 0.72 | $ 0.72 | $ 0 |
Licensing, Services and Software [Member] | |||
Revenues, net: | |||
Revenues, net: | $ 681,130 | $ 784,087 | $ 629,474 |
Hardware [Member] | |||
Revenues, net: | |||
Revenues, net: | $ 14,735 | $ 42,369 | $ 19,619 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 125,781,000 | 123,385,000 |
Common Stock, shares outstanding | 123,975,000 | 122,116,000 |
Treasury Stock, shares | (1,806,000) | (1,269,000) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (349,348) | $ (37,956) | $ 32,661 |
Other comprehensive (loss) income, net of tax: | |||
Change in foreign currency translation adjustment | (1,787) | 4,462 | (798) |
Change in unrealized gains (losses) on marketable securities | 440 | (151) | 252 |
Less: Reclassification adjustment on sale | 216 | 0 | 0 |
Other comprehensive (loss) income, net of tax | (1,131) | 4,311 | (546) |
Comprehensive (loss) income | $ (350,479) | $ (33,645) | $ 32,115 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance (common shares) at Dec. 31, 2015 | 131,052 | |||||
Balance (treasury shares) at Dec. 31, 2015 | 48,405 | |||||
Balance at Dec. 31, 2015 | $ 1,030,565 | $ 131 | $ (1,163,533) | $ 2,419,921 | $ (6,503) | $ (219,451) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 32,661 | 32,661 | ||||
Other comprehensive income (loss), net of tax | (546) | (546) | ||||
Issuance of common stock upon exercise of options (in shares) | 430 | |||||
Issuance of common stock on exercise of options | 6,710 | $ 0 | 6,710 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 1,160 | |||||
Issuance of common stock under employee stock purchase plan | 10,697 | $ 3 | 10,694 | |||
Issuance of restricted stock, net (in shares) | 352 | |||||
Issuance of restricted stock, net | 1 | $ 0 | 1 | |||
Equity-based compensation | 62,860 | 62,860 | ||||
Issuance for common stock in connection with TiVo Acquisition (in shares) | 36,138 | |||||
Issuance of common stock in connection with TiVo Acquisition | 780,755 | $ 36 | 780,719 | |||
Cancellation of treasury stock (in shares) | (48,606) | 48,606 | ||||
Cancellation of treasury stock | 0 | $ (49) | $ 1,167,954 | (1,167,905) | ||
Withholding taxes related to net share settlement of restricted stock units (in shares) | 666 | |||||
Withholding taxes related to net share settlement of restricted stock units | (14,067) | $ (14,067) | ||||
Balance at Dec. 31, 2016 | 1,909,636 | $ 121 | $ (9,646) | 3,280,905 | (7,049) | (1,354,695) |
Balance (treasury shares) at Dec. 31, 2016 | 465 | |||||
Balance (common shares) at Dec. 31, 2016 | 120,526 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (37,956) | (37,956) | ||||
Other comprehensive income (loss), net of tax | 4,311 | 4,311 | ||||
Issuance of common stock upon exercise of options (in shares) | 470 | |||||
Issuance of common stock on exercise of options | 6,853 | $ 0 | 6,853 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 1,449 | |||||
Issuance of common stock under employee stock purchase plan | 15,624 | $ 1 | 15,623 | |||
Issuance of restricted stock, net (in shares) | 916 | |||||
Issuance of restricted stock, net | 2 | $ 1 | 1 | |||
Equity-based compensation | 56,463 | 56,463 | ||||
Issuance for common stock in connection with TiVo Acquisition (in shares) | 24 | |||||
Issuance of common stock in connection with TiVo Acquisition | 536 | $ 0 | 536 | |||
Dividends | (87,359) | (87,359) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | 804 | |||||
Withholding taxes related to net share settlement of restricted stock units | (15,094) | $ (15,094) | ||||
Balance at Dec. 31, 2017 | $ 1,853,016 | $ 123 | $ (24,740) | 3,273,022 | (2,738) | (1,392,651) |
Balance (treasury shares) at Dec. 31, 2017 | (1,269) | 1,269 | ||||
Balance (common shares) at Dec. 31, 2017 | 123,385 | 123,385 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | $ (349,348) | (349,348) | ||||
Other comprehensive income (loss), net of tax | (1,131) | (1,131) | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,150 | |||||
Issuance of common stock under employee stock purchase plan | 12,854 | $ 2 | 12,852 | |||
Issuance of restricted stock, net (in shares) | 1,246 | |||||
Issuance of restricted stock, net | 1 | $ 1 | 0 | |||
Equity-based compensation | 42,328 | 42,328 | ||||
Dividends | (88,807) | (88,807) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | 537 | |||||
Withholding taxes related to net share settlement of restricted stock units | (7,384) | $ (7,384) | ||||
Balance at Dec. 31, 2018 | $ 1,492,941 | $ 126 | $ (32,124) | $ 3,239,395 | $ (3,869) | $ (1,710,587) |
Balance (treasury shares) at Dec. 31, 2018 | (1,806) | 1,806 | ||||
Balance (common shares) at Dec. 31, 2018 | 125,781 | 125,781 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (349,348,000) | $ (37,956,000) | $ 32,661,000 |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
(Income) loss from discontinued operations, net of tax | (3,715,000) | 0 | 4,588,000 |
Depreciation | 21,464,000 | 22,144,000 | 18,698,000 |
Amortization of intangible assets | 147,336,000 | 166,657,000 | 104,989,000 |
Amortization of convertible note discount and note issuance costs | 15,546,000 | 14,781,000 | 14,048,000 |
Restructuring and asset impairment charges | 10,061,000 | 19,048,000 | 27,316,000 |
Goodwill impairment | 269,000,000 | 0 | 0 |
Equity-based compensation | 39,779,000 | 52,561,000 | 47,670,000 |
Change in fair value of interest rate swaps | (6,895,000) | (10,216,000) | (5,800,000) |
TiVo Acquisition litigation | 0 | 14,006,000 | 0 |
Loss on debt extinguishment | 0 | 108,000 | 0 |
Loss on debt modification | 0 | 929,000 | 0 |
Deferred income taxes | (6,591,000) | (27,193,000) | (86,085,000) |
Other operating, net | 1,375,000 | (3,033,000) | 904,000 |
Changes in operating assets and liabilities (net of acquisitions): | |||
Accounts receivable | 51,500,000 | (31,900,000) | (11,643,000) |
Inventory | 4,132,000 | 1,605,000 | 2,273,000 |
Prepaid expenses and other current assets and other long-term assets | 6,000,000 | (52,122,000) | (18,201,000) |
Accounts payable and accrued expenses and other long-term liabilities | (24,834,000) | (18,948,000) | 3,222,000 |
Taxes payable | 2,163,000 | 627,000 | (3,785,000) |
Unearned revenue | (17,901,000) | 20,986,000 | 7,666,000 |
Net cash provided by operating activities of continuing operations | 159,072,000 | 132,084,000 | 138,521,000 |
Net cash used in operating activities of discontinued operations | (524,000) | 0 | (5,000,000) |
Net cash provided by operating activities | 158,548,000 | 132,084,000 | 133,521,000 |
Cash flows from investing activities: | |||
Payments for purchase of short- and long-term marketable securities | (201,242,000) | (148,591,000) | (175,591,000) |
Proceeds from sales or maturities of short- and long-term marketable securities | 194,193,000 | 173,275,000 | 217,861,000 |
Cash acquired in TiVo Acquisition, net of cash paid | 0 | 0 | 166,312,000 |
Return of cash paid for TiVo Acquisition | 0 | 25,143,000 | 0 |
Payment to Dissenting Holders in TiVo Acquisition | 0 | (117,030,000) | 0 |
Payments for purchase of property and equipment | (23,868,000) | (37,962,000) | (20,347,000) |
Payments for acquisition of patents | (1,700,000) | (2,000,000) | (2,500,000) |
Other investing, net | 19,000 | (334,000) | (63,000) |
Net cash (used in) provided by investing activities | (32,598,000) | (107,499,000) | 185,672,000 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 681,552,000 | 0 |
Principal payments on long-term debt | (7,000,000) | (689,500,000) | (236,952,000) |
Payments for dividends | (88,976,000) | (87,108,000) | 0 |
Payments for purchase of warrants | 0 | 0 | (5,827,000) |
Proceeds from sale of call options | 0 | 0 | 12,118,000 |
Payments for contingent consideration and deferred holdback | (1,874,000) | (2,650,000) | (750,000) |
Payments for withholding taxes related to net settlement of restricted awards | (7,384,000) | (15,094,000) | (14,067,000) |
Proceeds from employee stock purchase plan and exercise of employee stock options | 12,854,000 | 22,481,000 | 17,407,000 |
Net cash used in financing activities | (92,380,000) | (90,319,000) | (228,071,000) |
Effect of exchange rate changes on cash and cash equivalents | (580,000) | 2,072,000 | (170,000) |
Net increase (decrease) in cash and cash equivalents | 32,990,000 | (63,662,000) | 90,952,000 |
Cash and cash equivalents at beginning of period | 128,965,000 | 192,627,000 | 101,675,000 |
Cash and cash equivalents at end of period | $ 161,955,000 | $ 128,965,000 | $ 192,627,000 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 ("STB") solutions that enable people to find and enjoy online video, television ("TV"), 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 advanced media and advertising solutions, including viewership data, sponsored discovery and in-guide advertising, which enable advanced audience targeting and measurement in linear and OTT TV 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 Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . Use of Estimates The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. Business Combinations The results of operations of acquired businesses are included in the Consolidated Statements of Operations prospectively from the date of acquisition. The fair value of purchase consideration is allocated to the assets acquired, liabilities assumed and non-controlling interests in the acquired entity generally based on their fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include synergies between the acquired business and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. When provisional amounts are recorded for a business combination, adjustments to the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date that would have affected the measurement of the amounts recognized at the acquisition date are recognized. Adjustments to the provisional amounts identified during the measurement period, which is a period not to exceed one year from the acquisition date, are reported in the period the adjustment is identified by means of an adjustment to goodwill, with the effect on earnings measured as if the provisional amounts had been completed at the acquisition date. Adjustments to amounts recognized in a business combination that occur after the measurement period are recognized in current period operations. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date. Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $3.5 million and $1.7 million as of December 31, 2018 and 2017 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets . Concentrations of Risk The TiVo service is enabled using a DVR manufactured by a third-party. 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. Cash, Cash Equivalents and Investments Highly liquid investments with original maturities at the date of acquisition of three months or less are considered cash equivalents. The majority of payments due from banks for third-party credit card, debit card and electronic benefit transactions ("EBT") process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card and EBT transactions that process in less than three days are classified as cash and cash equivalents. As of December 31, 2018 and 2017 , Cash and cash equivalents includes payments due from banks for these transactions of $0.9 million and $1.1 million , respectively. Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets . Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations . Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations . Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets . The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive (loss) income, net of tax in the Consolidated Statements of Comprehensive (Loss) Income. Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations . Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations . 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. Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. Inventory Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions. 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. Contract assets for unbilled receivables are included in Accounts receivable, net in the Consolidated Balance Sheets . 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 greater than one year. 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 Consolidated Statements of Operations . Contract assets are classified as current or noncurrent in the Consolidated Balance Sheets based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews. Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether the Company intends to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts. For assets held for sale, to the extent the asset group's carrying amount is greater than its fair value less cost to sell, an impairment loss is recognized for the difference. Assets held for sale are separately presented in the Consolidated Balance Sheets at the lower of their carrying amount or fair value less cost to sell, and are no longer depreciated. Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally 5 years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over fair value of the net assets of an acquired business. Goodwill and indefinite-lived intangible assets are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. The fair value of the Product reporting unit is estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit is estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flows and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. When required to estimate the fair value of an indefinite-lived intangible asset, an income approach, such as a relief-from-royalty technique, is used. Estimating the fair value of an indefinite-lived intangible asset considers future the amount and timing of the future cash flows associated with the asset, the expected long-term growth rate, assumed royalty rates, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. If the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is not impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. 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. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax expense (benefit) includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. 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 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 and are at stand-alone selling price 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. 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. 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 determine 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 licenses 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 agr |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 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. On the TiVo Acquisition Date , each issued and outstanding share of TiVo Solutions common stock (other than shares of TiVo Solutions common stock held by those TiVo Solutions stockholders who had properly demanded and not waived or withdrawn appraisal rights under Delaware law as further discussed below) automatically converted into the right to receive $2.75 per share in cash and 0.3853 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of TiVo Corporation common stock. As the employee restricted stock awards, stock options and performance-based restricted stock awards remained outstanding after the TiVo Acquisition Date , employee holders were not eligible for the cash component of the merger consideration and the number of TiVo Corporation restricted stock awards or stock options delivered at the TiVo Acquisition Date was based on an exchange ratio of 0.5186 . Purchase Price The aggregate merger consideration was (in thousands): Aggregate cash consideration $ 269,990 Aggregate fair value of TiVo Corporation shares issued 758,115 Accrual for merger consideration 78,981 Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration 22,640 Total merger consideration $ 1,129,726 The cash portion of the merger consideration was funded with cash on hand of the combined company. In connection with the TiVo Acquisition , 33.5 million shares of TiVo Corporation common stock were issued to TiVo Solutions stockholders on the TiVo Acquisition Date . In November 2016, holders of 9.1 million shares of TiVo Solutions common stock outstanding at the TiVo Acquisition Date who did not vote to approve the TiVo Acquisition ("Dissenting Holders", and the shares held by such Dissenting Holders, the "Dissenting Shares") 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.)). The $79.0 million accrual for merger consideration included in the aggregate merger consideration was based on 9.1 million Dissenting Shares assuming a right to receive 0.3853 shares of TiVo Corporation common stock, or 3.5 million shares of TiVo Corporation common stock. In addition, on the TiVo Acquisition Date , TiVo Corporation paid the cash portion of the merger consideration related to the Dissenting Shares, which was $2.75 per share, to an account held by the exchange agent in the TiVo Acquisition . As of December 31, 2016 , the exchange agent in the TiVo Acquisition was holding $25.3 million in cash, substantially all of which related to the Dissenting Holders. 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 Consolidated Statements of Operations for the year ended December 31, 2017 . See Note 11 for additional information about the claims asserted by the Dissenting Holders. Final Purchase Price Allocation The Consolidated Financial Statements have been prepared using the acquisition method of accounting under U.S. GAAP with Rovi treated as the acquirer of TiVo Solutions for accounting purposes. Under the acquisition method of accounting, the purchase consideration delivered by TiVo Corporation to complete the TiVo Acquisition was allocated to the assets acquired and liabilities assumed generally based on their fair value at the TiVo Acquisition Date . TiVo Corporation has made significant estimates and assumptions in determining the fair value of the assets acquired and liabilities assumed based on discussions with TiVo Solutions ’ management and TiVo Corporation ’s informed insights into the industries in which TiVo Solutions competes. The following table summarizes the final purchase price allocation, including measurement period adjustments (in thousands): Final Purchase Price Allocation Cash, cash equivalents and marketable securities $ 503,408 Accounts receivable 48,597 Inventory 15,003 Prepaid expenses and other current assets and other long-term assets 25,911 Property and equipment 9,744 Intangible assets: Developed technology and patents 154,000 Existing contracts and customer relationships 355,000 Trademarks / Tradenames 14,000 Goodwill 469,262 Accounts payable and accrued expenses and other long-term liabilities (74,631 ) Deferred revenue (63,504 ) Current portion of long-term debt (230,000 ) Deferred tax liabilities, net (97,064 ) Total merger consideration $ 1,129,726 Post-Acquisition Results and Unaudited Pro Forma Information TiVo Solutions ' results of operations and cash flows have been included in the Consolidated Financial Statements for periods subsequent to September 7, 2016 . For the year ended December 31, 2016 , TiVo Corporation 's results include revenue and an operating loss from TiVo Solutions of $147.4 million and $2.8 million , respectively. The following unaudited pro forma financial information (in thousands, except per share amounts) has been adjusted to give effect to the TiVo Acquisition as if it were consummated on January 1, 2016. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2016 and should not be taken as representative of future results of operations of the combined company. Year Ended December 31, 2016 Total Revenues, net $ 876,705 Net loss $ (103,050 ) Basic loss per share $ (0.89 ) Diluted loss per share $ (0.89 ) The unaudited pro forma financial information includes material, nonrecurring pro forma adjustments directly attributable to the TiVo Acquisition primarily related to a reduction in revenues and costs to adjust TiVo Solutions ' historical deferred revenue amortization and deferred technology cost amortization to fair value, the elimination of intercompany revenue as TiVo Solutions purchased products from Rovi prior to the TiVo Acquisition Date , adjustments to the amortization of intangible assets, adjustments for direct and incremental acquisition-related costs and the related tax effects, as well as Rovi 's deferred tax asset valuation allowance release as a result of the TiVo Acquisition reflected in the historical financial statements. The unaudited pro forma financial information does not include any cost saving synergies from operating efficiencies or the effect of incremental costs incurred from integrating the companies. |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the year ended December 31, 2018 , the Company recognized Income from discontinued operations, net of tax, of $3.7 million as a result of the expiration of certain indemnification obligations and the execution of settlement agreements during the period associated with previous business disposals, partially offset by an increase in legal defense costs. In the year ended December 31, 2016 , the Company recognized a Loss from discontinued operations, net of tax, of $4.6 million due to a settlement with Dolby Laboratories, Inc. ("Dolby") related to unpaid royalties from Rovi's Roxio, DivX and MainConcept businesses ("Legacy Sonic Businesses"). See Note 11 for additional information. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Inventory Components of Inventory were as follows (in thousands): December 31, 2018 December 31, 2017 Raw materials $ 864 $ 1,846 Finished goods 6,585 9,735 Inventory $ 7,449 $ 11,581 Property and equipment, net Components of Property and equipment, net were as follows (in thousands): December 31, 2018 December 31, 2017 Computer software and equipment $ 148,935 $ 150,098 Leasehold improvements 47,431 44,981 Furniture and fixtures 9,494 9,137 Property and equipment, gross 205,860 204,216 Less: Accumulated depreciation and amortization (152,274 ) (148,972 ) Property and equipment, net $ 53,586 $ 55,244 Property and equipment, net by geographic area was as follows (in thousands): December 31, 2018 December 31, 2017 United States $ 44,516 $ 46,756 Rest of the world 9,070 8,488 Property and equipment, net $ 53,586 $ 55,244 As of December 31, 2018 and 2017 , India accounted for 13% and 13% , respectively, of Property and equipment, net . Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): December 31, 2018 December 31, 2017 Accounts payable $ 2,180 $ 10,517 Accrued compensation and benefits 46,466 47,886 Other accrued liabilities 56,335 77,449 Accounts payable and accrued expenses $ 104,981 $ 135,852 Interest income and other, net Components of Interest income and other, net were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Interest income $ 5,232 $ 3,122 $ 2,326 Foreign currency loss (550 ) (1,574 ) (72 ) Equity method income (loss) 996 (451 ) (454 ) Other income (expense), net 4 1,818 (112 ) Interest income and other, net $ 5,682 $ 2,915 $ 1,688 Supplemental cash flow information (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid during the period for: Income taxes, net of refunds $ 17,906 $ 17,660 $ 27,468 Interest $ 32,462 $ 26,567 $ 30,281 Significant noncash transactions Patents acquired as part of a licensing agreement $ 16,000 $ — $ — Fair value of shares issued in connection with the TiVo Acquisition $ — $ 536 $ 758,115 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [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 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 34,751 (2,705 ) 525 — 32,571 Other long-term assets 71,641 (4,419 ) 819 — 68,041 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 Consolidated Statements of Operations was as follows (in thousands): Year Ended December 31, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 695,865 $ 713,142 $ (17,277 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 169,149 171,898 (2,749 ) Selling, general and administrative 181,047 181,245 (198 ) Loss from continuing operations before income taxes (339,011 ) (324,681 ) (14,330 ) Income tax expense 14,052 15,561 (1,509 ) Loss from continuing operations, net of tax (353,063 ) (340,242 ) (12,821 ) 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 information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product offering (presented in Note 15 ), significant customer, contract-type and geographic area. This information includes revenue recognized from contracts with customers and revenue from other sources, including out-of-license settlements. As noted above, amounts for the year ended December 31, 2017 have not been adjusted to reflect adoption of the amended revenue recognition guidance. For the years ended December 31, 2018, 2017 and 2016 , AT&T Inc. ("AT&T") represented 10% , 14% and 12% of Total Revenues, net , respectively. Substantially all revenue from AT&T is reported in the Intellectual Property Licensing segment. Other than AT&T, no customer accounted for more than 10% of Total Revenues, net for the years ended December 31, 2018, 2017 and 2016 . By segment, the pattern of revenue recognition was as follows (in thousands): Year Ended December 31, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 104,803 $ 110,679 $ 215,482 Goods and services transferred over time 295,927 161,230 457,157 Out-of-license settlements — 23,226 23,226 Total Revenues, net $ 400,730 $ 295,135 $ 695,865 Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 464,364 $ 616,883 $ 469,325 Rest of the world 231,501 209,573 179,768 Total Revenues, net $ 695,865 $ 826,456 $ 649,093 Revenue by geographic area is predominately based on the end user's location. Other than the U.S., no country accounted for more than 10% of Total Revenues, net for the years ended December 31, 2018, 2017 and 2016 . Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): December 31, 2018 December 31, 2017 Accounts receivable, gross $ 155,708 $ 183,343 Less: Allowance for doubtful accounts (2,842 ) (2,575 ) Accounts receivable, net $ 152,866 $ 180,768 As of December 31, 2018 and 2017 , AT&T represented 18% and 28% of Accounts receivable, net , respectively. Other than AT&T, no customer accounted for more than 10% of Accounts receivable, net as of December 31, 2018 and 2017 . Allowance for Doubtful Accounts Changes in the Allowance for Doubtful Accounts were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ (2,575 ) $ (1,963 ) $ (1,607 ) Provision for bad debt (579 ) 1,726 (226 ) Deductions, net 312 (2,338 ) (130 ) Balance at end of period $ (2,842 ) $ (2,575 ) $ (1,963 ) 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 Consolidated Balance Sheets as follows (in thousands): December 31, 2018 January 1, 2018 Accounts receivable, net $ 35,115 $ 68,858 Prepaid expenses and other current assets 1,654 1,167 Other long-term assets 8,532 6,783 Total contract assets, net $ 45,301 $ 76,808 No impairment losses were recognized with respect to contract assets for the year ended December 31, 2018 . Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions for the TiVo service, 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 year ended December 31, 2018 , the Company recognized $39.7 million of revenue that had been included in Unearned revenue as of December 31, 2017 . As of December 31, 2018 , approximately $812.8 million of revenue is expected to be recognized from unsatisfied performance obligations that are primarily related to fixed-fee intellectual property and software-as-a-service agreements, which is expected to be recognized as follows: 29% in 2019, 20% in 2020, 14% in 2021, 11% in 2022, 9% in 2023, and 17% thereafter. |
Investments
Investments | 12 Months Ended |
Dec. 31, 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): December 31, 2018 Amortized Cost Unrealized Unrealized Fair Value Cash $ 40,125 $ — $ — $ 40,125 Cash equivalents - Money market funds 121,830 — — 121,830 Cash and cash equivalents $ 161,955 $ — $ — $ 161,955 Corporate debt securities $ 114,159 $ 1 $ (400 ) $ 113,760 U.S. Treasuries / Agencies 118,497 70 (164 ) 118,403 Marketable securities $ 232,656 $ 71 $ (564 ) $ 232,163 Cash, cash equivalents and marketable securities $ 394,118 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 The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands): December 31, 2018 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 52,617 $ (170 ) $ 46,991 $ (230 ) $ 99,608 $ (400 ) U.S. Treasuries / Agencies 68,519 (82 ) 19,160 (82 ) 87,679 (164 ) Marketable securities $ 121,136 $ (252 ) $ 66,151 $ (312 ) $ 187,287 $ (564 ) December 31, 2017 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,584 $ (216 ) $ 10,584 $ (216 ) Corporate debt securities 75,922 (362 ) 18,484 (35 ) 94,406 (397 ) Foreign government obligations — — 2,245 (4 ) 2,245 (4 ) U.S. Treasuries / Agencies 44,968 (184 ) 63,383 (246 ) 108,351 (430 ) Marketable securities $ 120,890 $ (546 ) $ 94,696 $ (501 ) $ 215,586 $ (1,047 ) As of December 31, 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 $ 159,370 $ 158,956 Due in 1-2 years 73,286 73,207 Total $ 232,656 $ 232,163 As of December 31, 2018 and December 31, 2017 , the Other long-term assets include equity securities accounted for under the equity method with a carrying amount of $2.2 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 in the years ended December 31, 2018 and 2016. For the year ended December 31, 2017 , an impairment of $1.2 million was recognized on the Company's equity securities without a readily determinable fair value. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 a 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 as of the end of the reporting period. For the years ended December 31, 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 Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2018 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 121,830 $ 121,830 $ — $ — Short-term marketable securities Corporate debt securities 90,753 — 90,753 — U.S. Treasuries / Agencies 68,203 — 68,203 — Prepaid expenses and other current assets Interest rate swaps 173 — 173 — Long-term marketable securities Corporate debt securities 23,007 — 23,007 — U.S. Treasuries / Agencies 50,200 — 50,200 — Total Assets $ 354,166 $ 121,830 $ 232,336 $ — Liabilities Other long-term liabilities Interest rate swaps $ (3,012 ) $ — $ (3,012 ) $ — Total Liabilities $ (3,012 ) $ — $ (3,012 ) $ — 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): Year Ended December 31, 2018 2017 2016 Auction Rate Securities Cubiware Contingent Consideration 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 ) $ 10,260 $ — Assumed in TiVo Acquisition — (6,548 ) Sales (10,715 ) — — — — — Settlements — 1,874 — 2,650 — — Transfers out (a) — 1,700 — — — — Gain (loss) included in earnings (85 ) (1,340 ) — 389 — 1,275 Unrealized loss reclassified on sale 216 — — — — — Unrealized gains included in other comprehensive income — — 216 — 108 — Balance at end of period $ — $ — $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) (a) During the year ended December 31, 2018 , $1.7 million related to the Cubiware contingent consideration was reclassified to a contingent liability that is not measured at fair value. For the year ended December 31, 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 $1.1 million loss and in Interest expense related to accretion of the liability to future value of $0.2 million . For the year ended December 31, 2017 , the Gain included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense related to remeasurement of the liability as a $1.0 million gain and in Interest expense related to accretion of the liability to future value of $0.6 million . For the year ended December 31, 2016 , the Gain 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 $1.6 million gain and in Interest expense related to accretion of the liability to future value of $0.3 million . Nonrecurring Fair Value Measurements As part of the quantitative interim goodwill impairment test performed as of December 31, 2018 , the Product and Intellectual Property Licensing reporting units were measured at fair value, resulting in a Goodwill impairment charge of $269.0 million . The unobservable inputs used to estimate the fair value of the Product and Intellectual Property Licensing reporting units include projected revenue growth rates, operating margins and the risk factors added to the discount rate, and, accordingly, these measurements would be classified in Level 3 of the fair value hierarchy. The Goodwill impairment charge and the valuation techniques used to estimate reporting unit fair values are more fully described in Note 1 and Note 8 . In May 2017, TiVo Corporation vacated a portion of a leased facility as part of its ongoing TiVo Integration Restructuring Plan (as described in Note 9) resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. The fair value of the impaired assets was estimated using a discounted cash flow analysis that incorporated among other items, the timing and amount of expected future cash flows associated with the assets, income tax rates and economic and market conditions, as well as a risk adjusted discount rate. The fair value of the impaired assets would be classified in Level 2 of the fair value hierarchy. Valuation Techniques The fair value of marketable securities, other than auction rate securities, is estimated using observable market-corroborated inputs, such as quoted prices in active markets for similar assets or independent pricing vendors, obtained from a third-party pricing service. The fair value of contingent consideration liabilities related to acquisitions is estimated utilizing a probability-weighted discounted cash flow analysis based on the terms of the underlying purchase agreement. The significant unobservable inputs used in calculating the fair value of contingent consideration liabilities related to acquisitions include financial performance scenarios, the probability of achieving those scenarios and the risk-adjusted discount rate. The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by netting the discounted future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the nonperformance risk of the Company and the respective counterparty. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company considers the effect of its master netting agreements. Other Fair Value Disclosures The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): December 31, 2018 December 31, 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 326,640 $ 316,538 $ 311,766 $ 326,888 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 665,449 633,404 671,281 679,722 Total Long-term debt $ 992,137 $ 949,990 $ 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 Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 12 Months Ended |
Dec. 31, 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, 2016 $ 520,998 $ 1,291,120 $ 1,812,118 TiVo Acquisition 720 212 932 Foreign currency translation 177 — 177 December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Impairment (269,000 ) — (269,000 ) Foreign currency translation 116 — 116 December 31, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 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. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of each reporting unit. During December 2018, sufficient indicators of potential impairment were identified that management concluded it was more-likely-than-not that goodwill was impaired and a quantitative interim goodwill impairment test should be performed as of December 31, 2018 for the Product and Intellectual Property Licensing reporting units. Indicators of potential impairment included a significant decline in the trading price of TiVo's common stock during the second half of the fourth quarter of 2018 and current market conditions, as well as lower-than-previously forecast revenue and profitability levels over a sustained period of time and downward revisions to management's short- and long-term forecasts. The forecast revisions were identified as part of TiVo's overall long-term forecasting process, which was substantially completed in December 2018. The revised forecast reflects lower expectations for the Company's Platform Solutions products, including changes in both the market and business models internationally, as well as the decision to eliminate certain analytic products. The changes in such expectations were related to revenue growth rates, current market trends, business mix, cost structure and other expectations about the anticipated short- and long-term operating results. As a result of the quantitative interim goodwill impairment test performed as of December 31, 2018 , a Goodwill impairment charge of $269.0 million was recognized related to the Product reporting unit. As a result of the quantitative interim goodwill impairment test performed as of December 31, 2018 , no Goodwill impairment charge was recognized related to the Intellectual Property Licensing reporting unit. No goodwill impairment charges were recognized as a result of an interim or annual goodwill impairment test during the first three quarters of 2018 or the years ended December 31, 2017 and 2016 . Prior to completing the quantitative interim goodwill impairment test, TiVo tested the recoverability of long-lived assets other than goodwill assigned to the Product and Intellectual Property Licensing reporting units and concluded that such assets were not impaired. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): December 31, 2018 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.3 years $ 1,051,635 $ (765,221 ) $ 286,414 Existing contracts and customer relationships 13.0 years 402,756 (195,752 ) 207,004 Content databases and other 4.7 years 57,235 (50,883 ) 6,352 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,519,926 (1,020,156 ) 499,770 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,533,926 $ (1,020,156 ) $ 513,770 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 Acquisitions During the year ended December 31, 2018 , the Company acquired two portfolios of patents for an aggregate cost of $17.7 million , of which $16.0 million was obtained as consideration in a licensing agreement and $1.7 million was paid in cash. The Company accounted for the patent portfolios acquired as asset acquisitions and is amortizing the purchase price over a weighted average period of ten years and five years , respectively. During the year ended December 31, 2017 , the Company acquired a portfolio of patents for $2.0 million in cash. The Company accounted for the patent portfolio acquired as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . Estimated Amortization of Finite-Lived Intangible Assets As of December 31, 2018 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2019 $ 111,745 2020 110,999 2021 68,231 2022 40,506 2023 23,318 Thereafter 144,971 Total $ 499,770 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2018 2017 2016 Facility-related costs $ 340 $ 4,465 $ 527 Severance costs 6,658 4,696 10,044 Share-based payments 3,039 2,663 14,951 Contract termination costs — 4 1,342 Asset impairment 24 7,220 452 Restructuring and asset impairment charges $ 10,061 $ 19,048 $ 27,316 Components of accrued restructuring costs were as follows (in thousands): December 31, 2018 December 31, 2017 Facility-related costs $ 264 $ 693 Severance costs 3,996 584 Contract termination costs — 37 Accrued restructuring costs $ 4,260 $ 1,314 The Company expects a substantial portion of the accrued restructuring costs to be paid by the end of 2019. 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 related to the Profit Improvement Plan were as follows (in thousands): December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (47 ) $ — $ — $ — Severance costs — 6,541 (2,668 ) — (16 ) 3,857 Share-based payments — 3,039 — (3,039 ) — — Asset impairment — 24 — (24 ) — — Total $ — $ 9,651 $ (2,715 ) $ (3,063 ) $ (16 ) $ 3,857 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 were as follows (in thousands): December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (230 ) $ — $ (51 ) $ 110 Severance costs 448 115 (564 ) — 1 — Total $ 559 $ 395 $ (794 ) $ — $ (50 ) $ 110 December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 7,220 — (7,220 ) — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 December 31, 2016 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 277 $ (53 ) $ — $ — $ 224 Severance costs — 9,657 (6,153 ) — — 3,504 Share-based payments — 14,951 — (14,951 ) — — Contract termination costs — 63 — — — 63 Total $ — $ 24,948 $ (6,206 ) $ (14,951 ) $ — $ 3,791 As of December 31, 2018 , the TiVo Integration Restructuring Plan is complete. Legacy Rovi and TiVo Solutions Restructuring Plans Prior to the TiVo Acquisition , Rovi and TiVo Solutions had each initiated restructuring plans. As of December 31, 2018 , the Legacy Rovi Restructuring Plan and the Legacy TiVo Solutions Restructuring Plan are complete. Immaterial Restructuring and asset impairment charges were recognized related to these plans for the year ended December 31, 2018 . For the years ended December 31, 2017 and 2016 , Restructuring and asset impairment charges of $0.8 million and $2.4 million , respectively, were recognized in the Consolidated Statements of Operations related to these plans. As of December 31, 2018 and 2017 , accrued restructuring costs of $0.3 million and $0.7 million , respectively, are included in the Consolidated Balance Sheets related to the Legacy Rovi Restructuring Plan. |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 12 Months Ended |
Dec. 31, 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): December 31, 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 $ 326,640 $ 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 668,500 665,449 675,500 671,281 Total Long-term debt $ 1,013,548 992,137 $ 1,020,548 983,095 Less: Current portion of long-term debt 373,361 7,000 Long-term debt, less current portion $ 618,776 $ 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 December 31, 2018 , the 2020 Convertible Notes are convertible at a conversion rate of 38.1501 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $26.2122 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 Consolidated Balance Sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. Related to the 2020 Convertible Notes , the Consolidated Balance Sheets included the following (in thousands): December 31, 2018 December 31, 2017 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (16,253 ) (29,499 ) Less: Unamortized debt issuance costs (2,107 ) (3,735 ) Carrying amount $ 326,640 $ 311,766 Equity component $ 63,854 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Stated interest $ 1,725 $ 1,725 $ 1,725 Amortization of debt discount 13,246 12,645 12,071 Amortization of debt issuance costs 1,628 1,475 1,334 Total interest expense $ 16,599 $ 15,845 $ 15,130 Rovi incurred $9.3 million in transaction costs related to the issuance of the 2020 Convertible Notes which were allocated to liability and equity components based on the relative amounts calculated for the 2020 Convertible Notes at the date of issuance. Transaction costs of $7.6 million attributable to the liability component were recorded in Long-term debt, less current portion in the Consolidated Balance Sheets and are being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . Transaction costs of $1.7 million attributable to the equity component were recorded as a component of Additional paid-in capital in the Consolidated Balance Sheets . Purchased Call Options and Sold Warrants related to the 2020 Convertible Notes Concurrent with the issuance of the 2020 Convertible Notes in 2015, Rovi paid $64.8 million to purchase call options with respect to its common stock. The call options gave TiVo Corporation the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation 's common stock at an exercise price of $28.9044 per share, which corresponds to the initial conversion price of the 2020 Convertible Notes , and are exercisable by TiVo Corporation on conversion of the 2020 Convertible Notes . The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . As of December 31, 2018 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 13.2 million shares of TiVo Corporation 's common stock at an exercise price of $26.2122 per share. The call options are intended to reduce the potential dilution from conversion of the 2020 Convertible Notes . The purchased call options are separate transactions from the 2020 Convertible Notes and holders of the 2020 Convertible Notes do not have any rights with respect to the purchased call options. Concurrent with the issuance of the 2020 Convertible Notes in 2015, Rovi received $31.3 million from the sale of warrants that provide the holder of the warrant the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation common stock at an exercise price of $40.1450 per share. The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . As of December 31, 2018 , 12.7 million warrants were outstanding with an exercise price of $36.4059 per share. The warrants are exercisable beginning June 1, 2020 and can be settled in cash or shares at TiVo Corporation 's election. The warrants were entered into to offset the cost of the purchased call options. The warrants are separate transactions from the 2020 Convertible Notes and holders of the 2020 Convertible Notes do not have any rights with respect to the warrants. The amounts paid to purchase the call options and received to sell the warrants were recorded in Additional paid-in capital in the Consolidated Balance Sheets . 2021 Convertible Notes TiVo Solutions issued $230.0 million in aggregate principal of 2.0% Convertible Senior Notes that mature October 1, 2021 (the " 2021 Convertible Notes ") at par pursuant to an Indenture dated September 22, 2014 (as supplemented, "the 2014 Indenture "). The 2021 Convertible Notes bear interest at an annual rate of 2.0% , payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 2015. On October 12, 2016 , TiVo Solutions repaid $229.95 million of the par value of the 2021 Convertible Notes . The 2021 Convertible Notes were convertible at an initial conversion rate of 56.1073 shares of TiVo Solutions common stock per $1,000 principal of notes, which was equivalent to an initial conversion price of $17.8230 per share of TiVo Solutions common stock. Following the TiVo Acquisition , the 2021 Convertible Notes were convertible at a conversion rate of 21.6181 shares of TiVo Corporation common stock per $1,000 principal of notes and $154.30 per $1,000 principal of notes, which was equivalent to a conversion price of $39.12 per share of TiVo Corporation common stock. The conversion rate and conversion price are subject to adjustment pursuant to the 2014 Indenture , including as a result of dividends paid by TiVo Corporation . As of December 31, 2018 , the 2021 Convertible Notes are convertible at a conversion rate of 23.8378 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 $35.4773 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 the London Interbank Offered Rate ("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 is part of the Senior Secured Credit Facility . The refinancing of Term Loan Facility B resulted in a Loss on debt extinguishment of $ 0.1 million and a Loss on debt modification of $0.9 million for the year ended December 31, 2017 . Creditors in Term Loan Facility B that elected not to participate in Refinancing Agreement No. 1 were extinguished. Creditors in Term Loan Facility B that elected to participate in Refinancing Agreement No. 1 and for which the present value of future cash flows was not substantially different were accounted for as a debt modification. 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. Annually, the Company may be required to make an additional principal payment on Refinancing Agreement No. 1 , which is calculated as a percentage of the prior year's "Excess Cash Flow" as defined in the Credit Agreement . An Excess Cash Flow payment of $46.7 million is expected to be made in February 2019, which would eliminate the remaining quarterly principal payments. The outstanding principal balance of Term Loan Facility B is due in July 2021. Expected Principal Payments As of December 31, 2018 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2019 (a) $ 391,721 2020 — 2021 621,827 Total $ 1,013,548 (a) During the next twelve months, $46.7 million of Term Loan Facility B principal is expected to be repaid. In addition, while $345.0 million of 2020 Convertible Notes is scheduled to mature on March 1, 2020, principal payments above are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. Interest Rate Swaps The Company issues long-term debt denominated in U.S. dollars based on market conditions at the time of financing and may enter into interest rate swaps to achieve a primarily fixed interest rate. Alternatively, the Company may choose not to enter into an interest rate swap or may terminate a previously executed interest rate swap if it believes a larger proportion of floating-rate debt would be beneficial. The Company has not designated any of its interest rate swaps as hedges for accounting purposes. The Company records interest rate swaps in the Consolidated Balance Sheets at fair value with changes in fair value recorded as Gain (loss) on interest rate swaps in the Consolidated Statements of Operations . Amounts are presented in the Consolidated Balance Sheets after considering the right of offset based on its master netting agreements. During the years ended December 31, 2018, 2017 and 2016 , the Company recorded gains of $3.4 million and $1.9 million and a loss of $3.9 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of December 31, 2018 and December 31, 2017 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 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 | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments In August 2016, Rovi entered into a 10 -year patent license agreement with DISH Network Corporation ("DISH"). Under the terms of the license agreement, DISH will pay a monthly, per-subscriber license fee to Rovi for the period beginning on April 5, 2016 consistent with Rovi ’s existing licensing program for its largest pay TV providers. In addition, DISH agreed to provide TiVo Solutions with a release for all past products and a going-forward covenant not-to-sue under DISH’s existing patents during the 10 -year license term in exchange for TiVo Solutions providing DISH certain TiVo Solutions products during the term and cash payments by TiVo Solutions to DISH of $60.3 million , of which $30.3 million was paid in the third quarter of 2017, $15.0 million was paid in the second quarter of 2017 and $15.0 million was paid in the fourth quarter of 2016. The TiVo Solutions release and covenant transaction is being recognized as a reduction to revenue over the license term in the Consolidated Statements of Operations . No changes were made to the prior, existing patent settlement between EchoStar Corporation and DISH, and TiVo Solutions as a result of this agreement. Lease Commitments The Company leases facilities and certain equipment pursuant to non-cancelable operating lease agreements expiring through 2027 , which may contain renewal options or rent escalation clauses. Rent expense is recognized on a straight-line basis over the lease term. Lease incentives are amortized over the lease term on a straight-line basis. Future minimum payments for operating leases as of December 31, 2018 were as follows (in thousands): 2019 $ 17,931 2020 16,981 2021 16,329 2022 12,870 2023 10,923 Thereafter 26,892 Gross future minimum lease payments 101,926 Less: Sublease receipts (42,950 ) Net future minimum lease payments $ 58,976 Rent expense, net of sublease income, was $10.9 million , $15.4 million and $13.3 million for the years ended December 31, 2018, 2017 and 2016 , respectively. Indemnifications In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees against claims made by third parties arising out of the use and / or incorporation of the Company's products, intellectual property, services and / or technologies into the licensees' products and services. TiVo Solutions has also indemnified certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. The Company’s obligation under its indemnification agreements with customer and business partners would arise in the event a third party filed a claim against one of the parties that was covered by the Company’s indemnification. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws. In some cases, the Company may receive tenders of defense and indemnity arising 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 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, could be obtained and liquidated 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. During the three months ended June 30, 2018, TiVo Research recorded a $4.5 million loss in Selling, general and administrative expenses and agreed to transfer of ownership of the two patents at issue to Kantar as part of a settlement agreement. TiVo Research paid the settlement during the year ended December 31, 2018 . On January 27, 2017 , UBS Securities LLC ("UBS") filed a complaint against TiVo Solutions alleging TiVo Solutions breached its contractual obligations to UBS under a September 14, 2010 letter agreement (the "Letter Agreement") whereby TiVo Solutions retained UBS as its financial advisor. In the complaint, UBS alleged that TiVo Solutions never terminated its Letter Agreement with UBS and, as a result, TiVo Solutions breached its obligations to UBS by (i) not paying UBS's annual retainer fee of $0.3 million for an unspecified number of years, but totaling an amount of $1.4 million , including unpaid retainer fees and out-of-pocket expenses, and (ii) not considering or retaining UBS as TiVo Solutions ' financial advisor in connection with its merger with Rovi , for which UBS alleged TiVo Solutions owed it a fee of $14.5 million (the amount TiVo Solutions paid its financial advisor for the merger). The Company and UBS settled this matter in May 2017 for $0.7 million , to be paid in a combination of a current cash payment and potential future service fees. On November 15, 2016, Driehaus Appraisal Litigation Fund, L.P., Driehaus Companies Profit Sharing Plan and Trust, and Richard H. Driehaus IRA (the “Driehaus Entities”) filed a petition for appraisal pursuant to Section 262 of the Delaware General Corporation Law ("Section 262") in the Court of Chancery of the State of Delaware covering a total of 1.9 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition . Additionally, on November 15, 2016, Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund L.P. (the “Fir Tree Entities” and together with the Driehaus Entities, the “Appraisal Petitioners”) filed a petition for appraisal pursuant to Section 262 in the Court of Chancery of the State of Delaware covering a total of 7.2 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition . On January 11, 2017, the Court of Chancery consolidated the two petitions into a consolidated action entitled In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.). The Appraisal Petitioners were also seeking the payment of their costs and attorneys’ fees. As discussed in Note 2 , on March 27, 2017, TiVo Corporation executed a settlement agreement with the Dissenting Holders to settle the claims of the Dissenting Holders for $117.0 million , which was paid in cash in April 2017. On May 10, 2016, Rovi received a letter from Dolby demanding unpaid royalties in the amount of $11.5 million related to (i) software licensed by Rovi 's Sonic Solutions subsidiary and (ii) certain support and maintenance agreements that Sonic had with certain larger customers during the period from 2009 to 2012. Dolby further claimed that it was entitled to interest on the allegedly unpaid royalties in the amount of $11.8 million . The alleged unpaid royalties cover products that were divested by Rovi as part of the Legacy Sonic Businesses from 2012 to 2014 which are presented as a discontinued operation. On July 20, 2016, Rovi received another letter from Dolby, proposing to forego the interest it claims it is owed relating to certain portions of the dispute if a settlement is reached promptly. However, Dolby added an additional demand for unpaid royalties in the amount of $9.5 million related to software distributions allegedly made by Rovi 's former MainConcept subsidiary, for a total demand of $20.9 million . In October 2016, Rovi settled Dolby's demands for unpaid royalties for $5.0 million . The expense resulting from the settlement related to the Legacy Sonic Businesses was recognized in Income (loss) from discontinued operations, net of tax for the year ended December 31, 2016 . The Company believes it has recorded adequate provisions for any such lawsuits, claims and proceedings and, as of December 31, 2018 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the 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 Consolidated Financial Statements . Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Consolidated Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2018 2017 2016 Weighted average shares used in computing basic per share amounts 123,020 120,355 93,064 Dilutive effect of equity-based compensation awards — — 1,198 Weighted average shares used in computing diluted per share amounts 123,020 120,355 94,262 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Restricted awards 4,696 4,567 1,741 Stock options 2,027 2,850 3,448 2020 Convertible Notes (a) 13,162 12,429 11,936 2021 Convertible Notes (a) 1 1 564 Warrants related to 2020 Convertible Notes (a) 12,486 12,232 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 32,372 32,079 29,625 (a) See Note 10 for additional details. For the years ended December 31, 2018, 2017 and 2016 , 0.7 million , 0.4 million and 0.7 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 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 $26.2122 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 $9.41 per share on December 31, 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 $26.2122 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 $36.4059 per share. As the price of the Company’s common stock increases above the warrant strike price, additional dilution would occur. Share Repurchase Program On February 14, 2017 , TiVo Corporation 's Board of Directors approved an increase to the share repurchase program authorization to $150.0 million . The February 2017 authorization includes amounts which were outstanding under previously authorized share repurchase programs. During the years ended December 31, 2018, 2017 and 2016 , no shares were repurchased under the share repurchase program. As of December 31, 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 Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company's authorized share repurchase plan. During the years ended December 31, 2018, 2017 and 2016 , the Company withheld 0.5 million , 0.8 million and 0.7 million shares of common stock to satisfy $7.4 million , $15.1 million and $14.1 million of required withholding taxes, respectively. The Company accounts for treasury stock using the cost method. In connection with the TiVo Acquisition , all shares repurchased by the Company prior to, and including, September 7, 2016 were retired. Dividends For the years ended December 31, 2018 and 2017 , the Company declared and paid dividends of $0.72 and $0.72 per share, respectively, for aggregate cash payments of $89.0 million and $87.1 million , respectively. No dividend payments were made in the year ended December 31, 2016 . Section 382 Transfer Restrictions On September 7, 2016 , upon the effective time of the TiVo Acquisition , the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions intended to preserve tax benefits related to the net operating loss carryforwards (“NOLs”) of the Company pursuant to Section 382 of Internal Revenue Code of 1986, as amended (the “Code”), that apply to transfers made by 5% stockholders, transferees related to a 5% stockholder, transferees acting in coordination with a 5% stockholder, or transfers that would result in a stockholder becoming a 5% stockholder. If the Company experiences an “ownership change,” as defined in Section 382 of the Code, its ability to fully utilize the NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits. These transfer restrictions are intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 5% or more of the Company's outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Company's Board of Directors. Such transfer restrictions will expire on the earlier of (i) the repeal of Section 382 or any successor statute if the Company’s Board of Directors determines that such restrictions are no longer necessary or desirable for the preservation of certain tax benefits, (ii) the beginning of a taxable year to which the Company’s Board of Directors determines that no tax benefits may be carried forward or (iii) the end of the day on September 7, 2019, three years from the effective time of the TiVo Acquisition when the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions. The Company conducted a stockholder advisory vote with respect to the maintenance of such transfer restrictions in its certificate of incorporation at its 2017 Annual Meeting of Stockholders and the stockholders approved of such transfer restrictions. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 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 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 December 31, 2018 , the Company had 30.0 million shares of common stock reserved and 10.9 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 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 December 31, 2018 , there were 3.9 million shares of common stock reserved for future issuance as outstanding awards vest under the TiVo 2008 Plan . The TiVo 2008 Plan expired in August 2018, and no further shares of common stock are 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 December 31, 2018 , the Company had 4.7 million shares of common stock reserved and 4.7 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. Where restricted stock award requires a post-vesting restriction on sale, the grant date fair value is adjusted to reflect a liquidity discount based on the expected post-vesting holding 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: Year Ended December 31, 2018 2017 2016 Restricted stock units subject to market conditions: Expected volatility 39.2 % 50.1 % 53.5 % Expected term 2.5 years 3.0 years 4.1 years Risk-free interest rate 2.6 % 1.9 % 1.1 % Expected dividend yield 5.5 % 4.0 % 0.0 % ESPP shares: Expected volatility 43.3 % 42.0 % 55.6 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 2.2 % 1.1 % 0.6 % Expected dividend yield 5.6 % 2.4 % 0.0 % Stock options: Expected volatility N/A N/A 55.9 % Expected term N/A N/A 3.0 years Risk-free interest rate N/A N/A 1.0 % Expected dividend yield N/A N/A 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 on a cumulative catch-up basis in the period estimates are revised. The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2018 2017 2016 Weighted average grant date fair value Restricted awards $ 11.63 $ 15.18 $ 22.07 ESPP shares $ 3.99 $ 5.70 $ 7.30 Stock options N/A N/A $ 9.53 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 39,779 $ 52,561 $ 47,670 Pre-tax equity-based compensation, included in restructuring expense $ 3,039 $ 2,663 $ 14,951 Included in Pre-tax equity-based compensation, excluding amounts included in restructuring expense for the year ended December 31, 2016 is $3.5 million of expense related to the incremental fair value resulting from the replacement of TiVo Solutions equity-based awards with corresponding TiVo Corporation equity-based awards as part of the TiVo Acquisition . As of December 31, 2018 , there was $61.5 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 2.5 years . Equity-Based Compensation Award Activity Activity related to the Company's restricted awards for the year ended December 31, 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 3,520 $ 11.63 Vested (1,725 ) $ 19.89 Forfeited (2,344 ) $ 15.02 Outstanding as of end of period 5,350 $ 14.26 As of December 31, 2018 , 5.2 million restricted stock units were unvested, which includes 0.3 million performance-based restricted stock units. As of December 31, 2018 , 0.2 million shares of restricted stock were unvested. The aggregate fair value of restricted awards vested during the years ended December 31, 2018, 2017 and 2016 was $23.5 million , $48.6 million and $46.7 million , respectively. Activity related to the Company's stock options for the year ended December 31, 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 (666 ) $ 33.78 Outstanding as of end of period 1,702 $ 24.56 1.1 years $ — Vested and expected to vest as of December 31, 2018 1,702 $ 24.56 1.1 years $ — Exercisable as of December 31, 2018 1,670 $ 24.58 1.0 year $ — 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 year ended December 31, 2018 . The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017 and 2016 was $2.1 million and $2.1 million , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred Tax Assets and Liabilities Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: U.S. federal and state net operating losses and credits $ 414,994 $ 440,787 Accrued liabilities 21,906 22,771 Deferred revenue 27,210 22,699 Equity-based compensation 5,384 6,185 Capital and other losses 14,477 14,300 Other 9,773 10,541 Gross deferred tax assets 493,744 517,283 Valuation allowance (387,643 ) (390,161 ) Net deferred tax assets 106,101 127,122 Deferred tax liabilities: Intangible assets (148,207 ) (175,731 ) Other (1,309 ) — Gross deferred tax liabilities (149,516 ) (175,731 ) Net deferred tax liabilities $ (43,415 ) $ (48,609 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2018 December 31, 2017 Other long-term assets $ 1,615 $ 1,747 Deferred tax liabilities, net (45,030 ) (50,356 ) Net deferred tax liabilities $ (43,415 ) $ (48,609 ) As of December 31, 2018 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 1,020,638 2019 - 2035 State $ 1,131,717 2019 - 2035 Utilization of federal and state net operating losses and credit carryforwards may be subject to limitations to due future ownership changes. As of December 31, 2018 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 63,350 2019 - 2036 State research and development credits $ 65,928 Indefinite Foreign tax credits $ 89,754 2019 - 2024 Deferred Tax Asset Valuation Allowance During 2010, the Company entered into a closing agreement with the Internal Revenue Service through its Pre-Filing Agreement ("PFA") program confirming that the Company recognized an ordinary tax loss of $2.4 billion from the 2008 sale of its TV Guide Magazine business. In connection with the PFA closing agreement, the Company established a valuation allowance as a result of determining that it was more-likely-than-not that its deferred tax assets would not be realized. While the Company believes that its fundamental business model is robust, there has been no change to the Company's position that it is more-likely-than-not that this deferred tax asset will not be realized. The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ (390,161 ) $ (428,778 ) $ (449,694 ) Additions (12,356 ) (66,578 ) (12,971 ) Assumed in TiVo Acquisition — — (52,243 ) Deductions resulting from TiVo Acquisition — 195 86,130 Deductions resulting from Tax Act of 2017 14,874 105,000 — Balance at end of period $ (387,643 ) $ (390,161 ) $ (428,778 ) During the year ended December 31, 2017 , the Company recorded an income tax benefit of $105.0 million due to a change in the deferred tax valuation allowance resulting from a reduction in the U.S. federal tax rate. During the year ended December 31, 2016 , the Company recorded an income tax benefit of $86.1 million due to a change in the deferred tax asset valuation allowance resulting from the TiVo Acquisition . In connection with the TiVo Acquisition , a deferred tax liability was recorded for finite-lived intangible assets recognized as part of the purchase price allocation. These deferred tax liabilities are considered a source of future taxable income which allowed TiVo Corporation to reduce its pre-acquisition deferred tax asset valuation allowance. The change in the pre-acquisition deferred tax asset valuation allowance is a transaction recognized separate from the business combination and reduces income tax expense in the period of the business combination. Unrecognized Tax Benefits Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ 73,080 $ 83,055 $ 60,346 Increases: Assumed in acquisition — 365 21,441 Tax positions related to the current year — 6,263 1,032 Tax positions related to prior years 81 2,091 3,651 Tax Act of 2017 14,938 — — Decreases: Tax positions related to prior years (1,724 ) (2,232 ) (1,047 ) Tax Act of 2017 — (15,282 ) — Audit settlements — — (161 ) Statute of limitations lapses (893 ) (1,242 ) (2,072 ) Foreign currency (2 ) 62 (135 ) Balance at end of period $ 85,480 $ 73,080 $ 83,055 The amount of unrecognized tax benefits that would affect the Company's effective tax rate, if recognized, was $4.5 million and $3.9 million as of December 31, 2018 and 2017 , respectively. The Company recorded a benefit of $0.1 million , $0.1 million and $0.2 million for interest and penalties related to unrecognized tax benefits for the years ended December 31, 2018, 2017 and 2016 , respectively. Accrued interest and penalties related to unrecognized tax benefits were $0.7 million and $0.7 million at December 31, 2018 and 2017 . In the normal course of business, the Company conducts business globally and, as a result, files U.S. federal, state and foreign income tax returns in various jurisdictions and therefore is subject to examination by taxing authorities throughout the world. With few exceptions, the Company is no longer subject to income tax examination prior to 2010. Based on the status of U.S. federal, state, and foreign tax audits, the Company does not believe it is reasonably possible that a significant change in unrecognized tax benefits will occur in the next twelve months. The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign income 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 Consolidated Financial Statements . Income tax expense (benefit) The components of Loss from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (350,017 ) $ (55,846 ) $ (32,843 ) Rest of the world 11,006 7,611 8,407 Loss from continuing operations before income taxes $ (339,011 ) $ (48,235 ) $ (24,436 ) Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 3,000 $ — $ — State 3,451 906 3,380 Foreign 14,136 16,329 20,952 Total current income tax expense 20,587 17,235 24,332 Deferred: Federal (7,663 ) (24,579 ) (83,059 ) State 60 (1,947 ) (2,875 ) Foreign 1,068 (988 ) (83 ) Total deferred income tax benefit (6,535 ) (27,514 ) (86,017 ) Income tax expense (benefit) $ 14,052 $ (10,279 ) $ (61,685 ) For the years ended December 31, 2018, 2017 and 2016 , the Company utilized U.S. federal net operating loss carryforwards of $101.8 million , $144.4 million and $65.1 million , respectively. For the years ended December 31, 2018, 2017 and 2016 , the Company utilized state net operating loss carryforwards of $33.2 million , $49 million and $13.5 million , respectively. Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate to Loss from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2018 2017 2016 Federal income tax $ (71,192 ) $ (16,882 ) $ (8,553 ) State income tax, net of federal benefit 765 (397 ) 434 Foreign income tax rate differential (1,053 ) (748 ) (1,713 ) Foreign withholding tax 14,533 13,849 20,571 Repatriation of foreign income, deemed and actual 1,948 1,526 4,573 Change in unrecognized tax benefits 339 (704 ) (1,203 ) Change in valuation allowance 13,000 12,511 (81,614 ) Equity-based compensation 2,175 (976 ) 2,696 Tax settlements — — 166 TiVo Acquisition-related items 595 5,724 2,753 Entity rationalization — 2,369 — Tax Act of 2017 2,936 (26,551 ) — Goodwill impairment 50,006 — — Other, net — — 205 Income tax expense (benefit) $ 14,052 $ (10,279 ) $ (61,685 ) 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 (benefit) . Luxembourg is the main contributor to the Company’s foreign income tax rate differential. For the years ended December 31, 2018, 2017 and 2016 , Luxembourg had gains with no net income tax expense due to the utilization of the valuation allowance. 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 established 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 December 31, 2018 , the Company has completed its accounting for the income tax effects of the Tax Act of 2017 . During the year ended December 31, 2018 , the provisional amounts recognized as of December 31, 2017 were adjusted as described below. 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 year ended December 31, 2018 , the Company determined its Transition Tax was $33.7 million . The Company utilized $32.8 million of available tax credits to offset the majority of the Transition Tax . The Company recognized $0.9 million of Transition Tax expense during the year ended December 31, 2018 . In addition, as of December 31, 2018 , the Company determined its Transition Tax for U.S. states that have enacted laws to conform with the Tax Act of 2017 to be less than $0.1 million , which is substantially offset by U.S. state net operating losses. 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. 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. In addition, as of December 31, 2018 , the Company determined the effects of GILTI for U.S. states that have enacted laws to conform with the Tax Act of 2017 was not material to the Company's financial statements for the year ended December 31, 2018 . 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")). In December 2018, the U.S. Department of Treasury published draft regulations regarding the ability to use loss carryovers to offset BEAT liability. As result of these draft regulations, the Company recorded a BEAT liability of $2.1 million during the year ended December 31, 2018 . As a result of the Tax Act of 2017 , during the year ended December 31, 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 U.S. 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. The Company determined that a distribution of PTI would be subject to tax and recorded $1.2 million in foreign withholding taxes during the year ended December 31, 2018 . The Company's revised assertion regarding indefinite reinvestment of undistributed earnings is that only undistributed earnings in excess of PTI are indefinitely reinvested. The Company previously asserted that all of its foreign undistributed earnings were indefinitely reinvested. The Company has not recognized U.S. federal or state tax liabilities on certain of its non-U.S. subsidiaries' undistributed foreign earnings as such amounts are considered indefinitely reinvested outside of the U.S. As of December 31, 2018 , the Company has not provided for income and withholding tax on $5.3 million of undistributed foreign earnings. If these foreign earnings were to be distributed, the Company would recognize tax expense of approximately $0.3 million . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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, licensing the TiVo service and selling TiVo-enabled devices, licensing metadata and advanced media and advertising solutions, including viewership data, sponsored discovery and in-guide advertising. The Product segment also includes 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 TV 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): Year Ended December 31, 2018 2017 2016 Product Platform Solutions $ 315,814 $ 334,004 $ 205,395 Software and Services 76,249 84,964 83,811 Other 8,667 4,548 12,470 Revenues, net 400,730 423,516 301,676 Adjusted Operating Expenses (1) 333,720 377,107 251,529 Adjusted EBITDA (2) 67,010 46,409 50,147 Intellectual Property Licensing US Pay TV Providers 185,954 278,973 222,346 CE Manufacturers 35,644 51,219 46,145 New Media, International Pay TV Providers and Other 73,537 72,748 78,926 Revenues, net 295,135 402,940 347,417 Adjusted Operating Expenses (1) 99,532 97,059 79,820 Adjusted EBITDA (2) 195,603 305,881 267,597 Corporate Adjusted Operating Expenses (1) 62,521 62,148 56,673 Adjusted EBITDA (2) (62,521 ) (62,148 ) (56,673 ) Consolidated Total Revenues, net 695,865 826,456 649,093 Adjusted Operating Expenses (1) 495,773 536,314 388,022 Adjusted EBITDA (2) 200,092 290,142 261,071 Depreciation 21,464 22,144 18,698 Amortization of intangible assets 147,336 166,657 104,989 Restructuring and asset impairment charges 10,061 19,048 27,316 Goodwill impairment 269,000 — — Equity-based compensation 39,779 52,561 47,670 Transaction, transition and integration costs 9,797 20,364 39,950 Earnout amortization 1,494 3,833 2,467 CEO transition cash costs (975 ) 4,305 — Remeasurement of contingent consideration 1,104 (1,023 ) (1,614 ) Gain on settlement of acquired receivable — (2,537 ) — Change in franchise tax reserve — — 154 Operating (loss) income (298,968 ) 4,790 21,441 Interest expense (49,150 ) (42,756 ) (43,681 ) Interest income and other, net 5,682 2,915 1,688 Gain (loss) on interest rate swaps 3,425 1,859 (3,884 ) TiVo Acquisition litigation — (14,006 ) — Loss on debt extinguishment — (108 ) — Loss on debt modification — (929 ) — Loss from continuing operations before income taxes $ (339,011 ) $ (48,235 ) $ (24,436 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable and Change in franchise tax reserve . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable and Change in franchise tax reserve . |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2018 Total Revenues, net $ 189,837 $ 172,860 $ 164,709 $ 168,459 Restructuring and asset impairment charges 4,546 1,101 2,921 1,493 Goodwill impairment — — — 269,000 Operating loss from continuing operations (9,040 ) (8,763 ) (7,681 ) (273,484 ) Loss from continuing operations, net of tax (19,014 ) (22,868 ) (22,992 ) (288,189 ) Income (loss) from discontinued operations, net of tax 1,297 2,298 143 (23 ) Net loss (17,717 ) (20,570 ) (22,849 ) (288,212 ) Basic loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Basic loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing basic per share amounts 122,080 122,713 123,459 123,802 Diluted loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Diluted loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing diluted per share amounts 122,080 122,713 123,459 123,802 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 2017 Total Revenues, net $ 205,764 $ 208,558 $ 197,898 $ 214,236 Restructuring and asset impairment charges 4,539 9,374 3,710 1,425 Operating (loss) income (5,345 ) 8,743 (1,552 ) 2,944 Net (loss) income (34,661 ) (4,771 ) (16,963 ) 18,439 Basic (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing basic per share amounts 118,813 120,209 120,935 121,427 Diluted (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing diluted per share amounts 118,813 120,209 120,935 122,362 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 ("STB") solutions that enable people to find and enjoy online video, television ("TV"), 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 advanced media and advertising solutions, including viewership data, sponsored discovery and in-guide advertising, which enable advanced audience targeting and measurement in linear and OTT TV 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 Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. |
Business Combinations | Business Combinations The results of operations of acquired businesses are included in the Consolidated Statements of Operations prospectively from the date of acquisition. The fair value of purchase consideration is allocated to the assets acquired, liabilities assumed and non-controlling interests in the acquired entity generally based on their fair value at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include synergies between the acquired business and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. When provisional amounts are recorded for a business combination, adjustments to the provisional amounts to reflect new information obtained about facts and circumstances that existed as of the acquisition date that would have affected the measurement of the amounts recognized at the acquisition date are recognized. Adjustments to the provisional amounts identified during the measurement period, which is a period not to exceed one year from the acquisition date, are reported in the period the adjustment is identified by means of an adjustment to goodwill, with the effect on earnings measured as if the provisional amounts had been completed at the acquisition date. Adjustments to amounts recognized in a business combination that occur after the measurement period are recognized in current period operations. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date. |
Foreign Currency Translations | Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $3.5 million and $1.7 million as of December 31, 2018 and 2017 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets . |
Concentrations of Risk | oncentrations of Risk The TiVo service is enabled using a DVR manufactured by a third-party. 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. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Investments Highly liquid investments with original maturities at the date of acquisition of three months or less are considered cash equivalents. The majority of payments due from banks for third-party credit card, debit card and electronic benefit transactions ("EBT") process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card and EBT transactions that process in less than three days are classified as cash and cash equivalents. As of December 31, 2018 and 2017 , Cash and cash equivalents includes payments due from banks for these transactions of $0.9 million and $1.1 million , respectively. |
Investments | Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets . Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations . Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations . Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets . The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive (loss) income, net of tax in the Consolidated Statements of Comprehensive (Loss) Income. Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations . Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations . |
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. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. |
Inventory | Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions. |
Long-Lived Assets, including Property and Equipment | Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether the Company intends to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts. |
Software Development Costs | Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally 5 years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of cost over fair value of the net assets of an acquired business. Goodwill and indefinite-lived intangible assets are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. The fair value of the Product reporting unit is estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit is estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flows and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. When required to estimate the fair value of an indefinite-lived intangible asset, an income approach, such as a relief-from-royalty technique, is used. Estimating the fair value of an indefinite-lived intangible asset considers future the amount and timing of the future cash flows associated with the asset, the expected long-term growth rate, assumed royalty rates, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. If the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is not impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. |
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. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax expense (benefit) includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. |
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 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 and are at stand-alone selling price 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. 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. 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 determine 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 licenses 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 fixed-fee 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 the 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 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 ratably over the hosting 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 the TiVo service is provided 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 Subscription services revenues primarily consist of fees to provide customers with access to one or more of the Company's hosted products such as its iGuide IPG, advanced search and recommendations, metadata and analytics products, including routine customer support. The Company generally receives per-subscriber per-month fees for its iGuide 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 the 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 subscription period. Passport Software 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. 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. Customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. 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 December 31, 2018 , the Company recognizes revenue for lifetime subscriptions over a 72 -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. Warranty The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty accrual is estimated based on the total volume of units sold, the term of the warranty period, expected failure rates and the estimated cost to replace or repair the defective unit. Research and Development Research and development costs are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and are presented within Selling, general and administrative expense in the Consolidated Statements of Operations . Advertising expenses for the years ended December 31, 2018, 2017 and 2016 , were $7.8 million , $8.8 million and $7.3 million , respectively. Restructuring Management-approved restructuring plans can include employee severance and benefit costs to terminate a specified number of employees, including the acceleration of vesting in equity-based compensation awards, infrastructure charges to vacate facilities and consolidate operations and contract cancellation costs. Employee severance and benefit costs are accrued under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. Equity-Based Compensation Equity-based compensation costs are estimated based on the grant date fair value of the award. Equity-based compensation cost is recognized for those awards expected to meet the service, performance or market vesting conditions on a straight-line basis over the requisite service period of the award. Equity-based compensation is estimated based on the aggregate grant for service-based awards and at the individual vesting tranche for awards with performance and/or market conditions. Forfeiture estimates are based on historical experience. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("FASB") 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 using a prospective transition approach. Application of this guidance did not have an effect on the 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 using a modified retrospective transition approach. Application of this guidance did not have an effect on the 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 using a retrospective transition approach. Application of this guidance did not have an effect on the 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 transition 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 August 2018, the FASB modified the requirements for capitalizing costs incurred to implement a hosting arrangement that is a service contract. The modified requirements were intended to align the cost capitalization requirements for hosting arrangements with the cost capitalization requirements for internal-use software. The modified guidance is effective for the Company beginning on January 1, 2020, with early adoption permitted. The guidance can be applied prospectively to all arrangements entered into or materially modified after the effective date or using a retrospective transition approach. The Company does not expect application of the modified requirements for capitalizing costs incurred to implement a hosting arrangement to have a material effect on its Consolidated Financial Statements . 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 beginning 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 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 collectability. 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 beginning on January 1, 2020 and is effective using a modified retrospective transition approach for the provisions related to application of the current expected credit loss model to financial instruments and using a prospective transition 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 Consolidated Financial Statements . In February 2016, the FASB issued a new accounting standard for leases. The new lease accounting standard generally requires the recognition of operating and financing lease liabilities and corresponding right-of-use assets on the statement of financial position. 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. On transition, 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. The new lease accounting standard is effective for the Company beginning on January 1, 2019 using a modified retrospective transition approach, with early application permitted. The Company is evaluating the effect of the new lease accounting standard on its Consolidated Financial Statements and expects 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. The Company also expects to apply a practical expedient to combine lease and non-lease components within a lease and to apply the transition alternative to record the cumulative effect of adoption on the date of initial application (i.e., January 1, 2019). 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 of approximately $80 million to $85 million and a corresponding right-of-use asset of approximately $65 million to $70 million . The new lease accounting standard is not expected to materially affect the Consolidated Statements of Operations , Consolidated Statements of Comprehensive (Loss) Income or the 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 a 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the final purchase price allocation, including measurement period adjustments (in thousands): Final Purchase Price Allocation Cash, cash equivalents and marketable securities $ 503,408 Accounts receivable 48,597 Inventory 15,003 Prepaid expenses and other current assets and other long-term assets 25,911 Property and equipment 9,744 Intangible assets: Developed technology and patents 154,000 Existing contracts and customer relationships 355,000 Trademarks / Tradenames 14,000 Goodwill 469,262 Accounts payable and accrued expenses and other long-term liabilities (74,631 ) Deferred revenue (63,504 ) Current portion of long-term debt (230,000 ) Deferred tax liabilities, net (97,064 ) Total merger consideration $ 1,129,726 The aggregate merger consideration was (in thousands): Aggregate cash consideration $ 269,990 Aggregate fair value of TiVo Corporation shares issued 758,115 Accrual for merger consideration 78,981 Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration 22,640 Total merger consideration $ 1,129,726 |
Pro Forma Information | The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2016 and should not be taken as representative of future results of operations of the combined company. Year Ended December 31, 2016 Total Revenues, net $ 876,705 Net loss $ (103,050 ) Basic loss per share $ (0.89 ) Diluted loss per share $ (0.89 ) |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory Components of Inventory were as follows (in thousands): December 31, 2018 December 31, 2017 Raw materials $ 864 $ 1,846 Finished goods 6,585 9,735 Inventory $ 7,449 $ 11,581 |
Property and Equipment, Net | Property and equipment, net Components of Property and equipment, net were as follows (in thousands): December 31, 2018 December 31, 2017 Computer software and equipment $ 148,935 $ 150,098 Leasehold improvements 47,431 44,981 Furniture and fixtures 9,494 9,137 Property and equipment, gross 205,860 204,216 Less: Accumulated depreciation and amortization (152,274 ) (148,972 ) Property and equipment, net $ 53,586 $ 55,244 Property and equipment, net by geographic area was as follows (in thousands): December 31, 2018 December 31, 2017 United States $ 44,516 $ 46,756 Rest of the world 9,070 8,488 Property and equipment, net $ 53,586 $ 55,244 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): December 31, 2018 December 31, 2017 Accounts payable $ 2,180 $ 10,517 Accrued compensation and benefits 46,466 47,886 Other accrued liabilities 56,335 77,449 Accounts payable and accrued expenses $ 104,981 $ 135,852 |
Interest income and other, net | Interest income and other, net Components of Interest income and other, net were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Interest income $ 5,232 $ 3,122 $ 2,326 Foreign currency loss (550 ) (1,574 ) (72 ) Equity method income (loss) 996 (451 ) (454 ) Other income (expense), net 4 1,818 (112 ) Interest income and other, net $ 5,682 $ 2,915 $ 1,688 |
Supplemental Cash Flow Information | Supplemental cash flow information (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid during the period for: Income taxes, net of refunds $ 17,906 $ 17,660 $ 27,468 Interest $ 32,462 $ 26,567 $ 30,281 Significant noncash transactions Patents acquired as part of a licensing agreement $ 16,000 $ — $ — Fair value of shares issued in connection with the TiVo Acquisition $ — $ 536 $ 758,115 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of these changes on the 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 34,751 (2,705 ) 525 — 32,571 Other long-term assets 71,641 (4,419 ) 819 — 68,041 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 impact of adoption of the amended revenue and cost recognition guidance on the Consolidated Statements of Operations was as follows (in thousands): Year Ended December 31, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 695,865 $ 713,142 $ (17,277 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 169,149 171,898 (2,749 ) Selling, general and administrative 181,047 181,245 (198 ) Loss from continuing operations before income taxes (339,011 ) (324,681 ) (14,330 ) Income tax expense 14,052 15,561 (1,509 ) Loss from continuing operations, net of tax (353,063 ) (340,242 ) (12,821 ) |
Revenue By Contract Type | y segment, the pattern of revenue recognition was as follows (in thousands): Year Ended December 31, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 104,803 $ 110,679 $ 215,482 Goods and services transferred over time 295,927 161,230 457,157 Out-of-license settlements — 23,226 23,226 Total Revenues, net $ 400,730 $ 295,135 $ 695,865 |
Revenue from External Customers by Geographic Areas | Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 464,364 $ 616,883 $ 469,325 Rest of the world 231,501 209,573 179,768 Total Revenues, net $ 695,865 $ 826,456 $ 649,093 |
Schedule of Accounts, Notes, Loans and Financing Receivable | Revenue by geographic area is predominately based on the end user's location. Other than the U.S., no country accounted for more than 10% of Total Revenues, net for the years ended December 31, 2018, 2017 and 2016 . Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): December 31, 2018 December 31, 2017 Accounts receivable, gross $ 155,708 $ 183,343 Less: Allowance for doubtful accounts (2,842 ) (2,575 ) Accounts receivable, net $ 152,866 $ 180,768 |
Schedule of allowance For doubtful accounts | Allowance for Doubtful Accounts Changes in the Allowance for Doubtful Accounts were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ (2,575 ) $ (1,963 ) $ (1,607 ) Provision for bad debt (579 ) 1,726 (226 ) Deductions, net 312 (2,338 ) (130 ) Balance at end of period $ (2,842 ) $ (2,575 ) $ (1,963 ) |
Contract Assets with Customer | Following adoption of the amended revenue recognition guidance, contract assets were recorded in the Consolidated Balance Sheets as follows (in thousands): December 31, 2018 January 1, 2018 Accounts receivable, net $ 35,115 $ 68,858 Prepaid expenses and other current assets 1,654 1,167 Other long-term assets 8,532 6,783 Total contract assets, net $ 45,301 $ 76,808 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2018 Amortized Cost Unrealized Unrealized Fair Value Cash $ 40,125 $ — $ — $ 40,125 Cash equivalents - Money market funds 121,830 — — 121,830 Cash and cash equivalents $ 161,955 $ — $ — $ 161,955 Corporate debt securities $ 114,159 $ 1 $ (400 ) $ 113,760 U.S. Treasuries / Agencies 118,497 70 (164 ) 118,403 Marketable securities $ 232,656 $ 71 $ (564 ) $ 232,163 Cash, cash equivalents and marketable securities $ 394,118 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 |
Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities | The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands): December 31, 2018 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 52,617 $ (170 ) $ 46,991 $ (230 ) $ 99,608 $ (400 ) U.S. Treasuries / Agencies 68,519 (82 ) 19,160 (82 ) 87,679 (164 ) Marketable securities $ 121,136 $ (252 ) $ 66,151 $ (312 ) $ 187,287 $ (564 ) December 31, 2017 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Auction rate securities $ — $ — $ 10,584 $ (216 ) $ 10,584 $ (216 ) Corporate debt securities 75,922 (362 ) 18,484 (35 ) 94,406 (397 ) Foreign government obligations — — 2,245 (4 ) 2,245 (4 ) U.S. Treasuries / Agencies 44,968 (184 ) 63,383 (246 ) 108,351 (430 ) Marketable securities $ 120,890 $ (546 ) $ 94,696 $ (501 ) $ 215,586 $ (1,047 ) |
Available-For-Sale Debt Investments At Fair Value | As of December 31, 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 $ 159,370 $ 158,956 Due in 1-2 years 73,286 73,207 Total $ 232,656 $ 232,163 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2018 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 121,830 $ 121,830 $ — $ — Short-term marketable securities Corporate debt securities 90,753 — 90,753 — U.S. Treasuries / Agencies 68,203 — 68,203 — Prepaid expenses and other current assets Interest rate swaps 173 — 173 — Long-term marketable securities Corporate debt securities 23,007 — 23,007 — U.S. Treasuries / Agencies 50,200 — 50,200 — Total Assets $ 354,166 $ 121,830 $ 232,336 $ — Liabilities Other long-term liabilities Interest rate swaps $ (3,012 ) $ — $ (3,012 ) $ — Total Liabilities $ (3,012 ) $ — $ (3,012 ) $ — 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): Year Ended December 31, 2018 2017 2016 Auction Rate Securities Cubiware Contingent Consideration 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 ) $ 10,260 $ — Assumed in TiVo Acquisition — (6,548 ) Sales (10,715 ) — — — — — Settlements — 1,874 — 2,650 — — Transfers out (a) — 1,700 — — — — Gain (loss) included in earnings (85 ) (1,340 ) — 389 — 1,275 Unrealized loss reclassified on sale 216 — — — — — Unrealized gains included in other comprehensive income — — 216 — 108 — Balance at end of period $ — $ — $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) (a) During the year ended December 31, 2018 , $1.7 million related to the Cubiware contingent consideration was reclassified to a contingent liability that is not measured at fair value. |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): December 31, 2018 December 31, 2017 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 326,640 $ 316,538 $ 311,766 $ 326,888 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 665,449 633,404 671,281 679,722 Total Long-term debt $ 992,137 $ 949,990 $ 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 Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 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, 2016 $ 520,998 $ 1,291,120 $ 1,812,118 TiVo Acquisition 720 212 932 Foreign currency translation 177 — 177 December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Impairment (269,000 ) — (269,000 ) Foreign currency translation 116 — 116 December 31, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2018 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.3 years $ 1,051,635 $ (765,221 ) $ 286,414 Existing contracts and customer relationships 13.0 years 402,756 (195,752 ) 207,004 Content databases and other 4.7 years 57,235 (50,883 ) 6,352 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,519,926 (1,020,156 ) 499,770 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,533,926 $ (1,020,156 ) $ 513,770 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 December 31, 2018 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2019 $ 111,745 2020 110,999 2021 68,231 2022 40,506 2023 23,318 Thereafter 144,971 Total $ 499,770 |
Restructuring and Asset Impai_2
Restructuring and Asset Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Facility-related costs $ 340 $ 4,465 $ 527 Severance costs 6,658 4,696 10,044 Share-based payments 3,039 2,663 14,951 Contract termination costs — 4 1,342 Asset impairment 24 7,220 452 Restructuring and asset impairment charges $ 10,061 $ 19,048 $ 27,316 Components of accrued restructuring costs were as follows (in thousands): December 31, 2018 December 31, 2017 Facility-related costs $ 264 $ 693 Severance costs 3,996 584 Contract termination costs — 37 Accrued restructuring costs $ 4,260 $ 1,314 |
Restructuring Activities Related to Plans | Restructuring activities related to the Profit Improvement Plan were as follows (in thousands): December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (47 ) $ — $ — $ — Severance costs — 6,541 (2,668 ) — (16 ) 3,857 Share-based payments — 3,039 — (3,039 ) — — Asset impairment — 24 — (24 ) — — Total $ — $ 9,651 $ (2,715 ) $ (3,063 ) $ (16 ) $ 3,857 Restructuring activities related to the TiVo Integration Restructuring Plan were as follows (in thousands): December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (230 ) $ — $ (51 ) $ 110 Severance costs 448 115 (564 ) — 1 — Total $ 559 $ 395 $ (794 ) $ — $ (50 ) $ 110 December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 7,220 — (7,220 ) — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 December 31, 2016 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 277 $ (53 ) $ — $ — $ 224 Severance costs — 9,657 (6,153 ) — — 3,504 Share-based payments — 14,951 — (14,951 ) — — Contract termination costs — 63 — — — 63 Total $ — $ 24,948 $ (6,206 ) $ (14,951 ) $ — $ 3,791 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 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 $ 326,640 $ 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 668,500 665,449 675,500 671,281 Total Long-term debt $ 1,013,548 992,137 $ 1,020,548 983,095 Less: Current portion of long-term debt 373,361 7,000 Long-term debt, less current portion $ 618,776 $ 976,095 |
Schedule of Maturities of Long-term Debt | As of December 31, 2018 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2019 (a) $ 391,721 2020 — 2021 621,827 Total $ 1,013,548 (a) During the next twelve months, $46.7 million of Term Loan Facility B principal is expected to be repaid. In addition, while $345.0 million of 2020 Convertible Notes is scheduled to mature on March 1, 2020, principal payments above are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. |
Summary of Interest Rate Swaps | Details of the Company's interest rate swaps as of December 31, 2018 and December 31, 2017 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 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 Consolidated Balance Sheets included the following (in thousands): December 31, 2018 December 31, 2017 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (16,253 ) (29,499 ) Less: Unamortized debt issuance costs (2,107 ) (3,735 ) Carrying amount $ 326,640 $ 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 Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Stated interest $ 1,725 $ 1,725 $ 1,725 Amortization of debt discount 13,246 12,645 12,071 Amortization of debt issuance costs 1,628 1,475 1,334 Total interest expense $ 16,599 $ 15,845 $ 15,130 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments for operating leases as of December 31, 2018 were as follows (in thousands): 2019 $ 17,931 2020 16,981 2021 16,329 2022 12,870 2023 10,923 Thereafter 26,892 Gross future minimum lease payments 101,926 Less: Sublease receipts (42,950 ) Net future minimum lease payments $ 58,976 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2018 2017 2016 Weighted average shares used in computing basic per share amounts 123,020 120,355 93,064 Dilutive effect of equity-based compensation awards — — 1,198 Weighted average shares used in computing diluted per share amounts 123,020 120,355 94,262 |
Weighted Average Potential Anti-Dilutive Common Shares | Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Restricted awards 4,696 4,567 1,741 Stock options 2,027 2,850 3,448 2020 Convertible Notes (a) 13,162 12,429 11,936 2021 Convertible Notes (a) 1 1 564 Warrants related to 2020 Convertible Notes (a) 12,486 12,232 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 32,372 32,079 29,625 (a) See Note 10 for additional details. |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2018 2017 2016 Restricted stock units subject to market conditions: Expected volatility 39.2 % 50.1 % 53.5 % Expected term 2.5 years 3.0 years 4.1 years Risk-free interest rate 2.6 % 1.9 % 1.1 % Expected dividend yield 5.5 % 4.0 % 0.0 % ESPP shares: Expected volatility 43.3 % 42.0 % 55.6 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 2.2 % 1.1 % 0.6 % Expected dividend yield 5.6 % 2.4 % 0.0 % Stock options: Expected volatility N/A N/A 55.9 % Expected term N/A N/A 3.0 years Risk-free interest rate N/A N/A 1.0 % Expected dividend yield N/A N/A 0.0 % |
Weighted Average Fair Value Per Share Of Equity-Based Awards | The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2018 2017 2016 Weighted average grant date fair value Restricted awards $ 11.63 $ 15.18 $ 22.07 ESPP shares $ 3.99 $ 5.70 $ 7.30 Stock options N/A N/A $ 9.53 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 39,779 $ 52,561 $ 47,670 Pre-tax equity-based compensation, included in restructuring expense $ 3,039 $ 2,663 $ 14,951 |
Restricted Awards Activity | Activity related to the Company's restricted awards for the year ended December 31, 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 3,520 $ 11.63 Vested (1,725 ) $ 19.89 Forfeited (2,344 ) $ 15.02 Outstanding as of end of period 5,350 $ 14.26 |
Schedule of Stock Option Activity | Activity related to the Company's stock options for the year ended December 31, 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 (666 ) $ 33.78 Outstanding as of end of period 1,702 $ 24.56 1.1 years $ — Vested and expected to vest as of December 31, 2018 1,702 $ 24.56 1.1 years $ — Exercisable as of December 31, 2018 1,670 $ 24.58 1.0 year $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Significant Portions of the Deferred Tax Assets and Liabilities | Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: U.S. federal and state net operating losses and credits $ 414,994 $ 440,787 Accrued liabilities 21,906 22,771 Deferred revenue 27,210 22,699 Equity-based compensation 5,384 6,185 Capital and other losses 14,477 14,300 Other 9,773 10,541 Gross deferred tax assets 493,744 517,283 Valuation allowance (387,643 ) (390,161 ) Net deferred tax assets 106,101 127,122 Deferred tax liabilities: Intangible assets (148,207 ) (175,731 ) Other (1,309 ) — Gross deferred tax liabilities (149,516 ) (175,731 ) Net deferred tax liabilities $ (43,415 ) $ (48,609 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2018 December 31, 2017 Other long-term assets $ 1,615 $ 1,747 Deferred tax liabilities, net (45,030 ) (50,356 ) Net deferred tax liabilities $ (43,415 ) $ (48,609 ) |
Summary of Tax Credit Carryforwards | As of December 31, 2018 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 1,020,638 2019 - 2035 State $ 1,131,717 2019 - 2035 |
Summary of Operating Loss Carryforwards | As of December 31, 2018 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 63,350 2019 - 2036 State research and development credits $ 65,928 Indefinite Foreign tax credits $ 89,754 2019 - 2024 |
Schedule of Deferred Tax Asset Valuation Roll Forward | The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ (390,161 ) $ (428,778 ) $ (449,694 ) Additions (12,356 ) (66,578 ) (12,971 ) Assumed in TiVo Acquisition — — (52,243 ) Deductions resulting from TiVo Acquisition — 195 86,130 Deductions resulting from Tax Act of 2017 14,874 105,000 — Balance at end of period $ (387,643 ) $ (390,161 ) $ (428,778 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at beginning of period $ 73,080 $ 83,055 $ 60,346 Increases: Assumed in acquisition — 365 21,441 Tax positions related to the current year — 6,263 1,032 Tax positions related to prior years 81 2,091 3,651 Tax Act of 2017 14,938 — — Decreases: Tax positions related to prior years (1,724 ) (2,232 ) (1,047 ) Tax Act of 2017 — (15,282 ) — Audit settlements — — (161 ) Statute of limitations lapses (893 ) (1,242 ) (2,072 ) Foreign currency (2 ) 62 (135 ) Balance at end of period $ 85,480 $ 73,080 $ 83,055 |
Components of Income from Continuing Operations Before Income Taxes | The components of Loss from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (350,017 ) $ (55,846 ) $ (32,843 ) Rest of the world 11,006 7,611 8,407 Loss from continuing operations before income taxes $ (339,011 ) $ (48,235 ) $ (24,436 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate to Loss from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2018 2017 2016 Federal income tax $ (71,192 ) $ (16,882 ) $ (8,553 ) State income tax, net of federal benefit 765 (397 ) 434 Foreign income tax rate differential (1,053 ) (748 ) (1,713 ) Foreign withholding tax 14,533 13,849 20,571 Repatriation of foreign income, deemed and actual 1,948 1,526 4,573 Change in unrecognized tax benefits 339 (704 ) (1,203 ) Change in valuation allowance 13,000 12,511 (81,614 ) Equity-based compensation 2,175 (976 ) 2,696 Tax settlements — — 166 TiVo Acquisition-related items 595 5,724 2,753 Entity rationalization — 2,369 — Tax Act of 2017 2,936 (26,551 ) — Goodwill impairment 50,006 — — Other, net — — 205 Income tax expense (benefit) $ 14,052 $ (10,279 ) $ (61,685 ) Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 3,000 $ — $ — State 3,451 906 3,380 Foreign 14,136 16,329 20,952 Total current income tax expense 20,587 17,235 24,332 Deferred: Federal (7,663 ) (24,579 ) (83,059 ) State 60 (1,947 ) (2,875 ) Foreign 1,068 (988 ) (83 ) Total deferred income tax benefit (6,535 ) (27,514 ) (86,017 ) Income tax expense (benefit) $ 14,052 $ (10,279 ) $ (61,685 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Product Platform Solutions $ 315,814 $ 334,004 $ 205,395 Software and Services 76,249 84,964 83,811 Other 8,667 4,548 12,470 Revenues, net 400,730 423,516 301,676 Adjusted Operating Expenses (1) 333,720 377,107 251,529 Adjusted EBITDA (2) 67,010 46,409 50,147 Intellectual Property Licensing US Pay TV Providers 185,954 278,973 222,346 CE Manufacturers 35,644 51,219 46,145 New Media, International Pay TV Providers and Other 73,537 72,748 78,926 Revenues, net 295,135 402,940 347,417 Adjusted Operating Expenses (1) 99,532 97,059 79,820 Adjusted EBITDA (2) 195,603 305,881 267,597 Corporate Adjusted Operating Expenses (1) 62,521 62,148 56,673 Adjusted EBITDA (2) (62,521 ) (62,148 ) (56,673 ) Consolidated Total Revenues, net 695,865 826,456 649,093 Adjusted Operating Expenses (1) 495,773 536,314 388,022 Adjusted EBITDA (2) 200,092 290,142 261,071 Depreciation 21,464 22,144 18,698 Amortization of intangible assets 147,336 166,657 104,989 Restructuring and asset impairment charges 10,061 19,048 27,316 Goodwill impairment 269,000 — — Equity-based compensation 39,779 52,561 47,670 Transaction, transition and integration costs 9,797 20,364 39,950 Earnout amortization 1,494 3,833 2,467 CEO transition cash costs (975 ) 4,305 — Remeasurement of contingent consideration 1,104 (1,023 ) (1,614 ) Gain on settlement of acquired receivable — (2,537 ) — Change in franchise tax reserve — — 154 Operating (loss) income (298,968 ) 4,790 21,441 Interest expense (49,150 ) (42,756 ) (43,681 ) Interest income and other, net 5,682 2,915 1,688 Gain (loss) on interest rate swaps 3,425 1,859 (3,884 ) TiVo Acquisition litigation — (14,006 ) — Loss on debt extinguishment — (108 ) — Loss on debt modification — (929 ) — Loss from continuing operations before income taxes $ (339,011 ) $ (48,235 ) $ (24,436 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable and Change in franchise tax reserve . (2) Adjusted EBITDA is defined as operating income excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Transaction, transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs , Remeasurement of contingent consideration , Gain on settlement of acquired receivable and Change in franchise tax reserve . |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Consolidated Financial Data (Unaudited) | Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2018 Total Revenues, net $ 189,837 $ 172,860 $ 164,709 $ 168,459 Restructuring and asset impairment charges 4,546 1,101 2,921 1,493 Goodwill impairment — — — 269,000 Operating loss from continuing operations (9,040 ) (8,763 ) (7,681 ) (273,484 ) Loss from continuing operations, net of tax (19,014 ) (22,868 ) (22,992 ) (288,189 ) Income (loss) from discontinued operations, net of tax 1,297 2,298 143 (23 ) Net loss (17,717 ) (20,570 ) (22,849 ) (288,212 ) Basic loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Basic loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing basic per share amounts 122,080 122,713 123,459 123,802 Diluted loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Diluted loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing diluted per share amounts 122,080 122,713 123,459 123,802 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 2017 Total Revenues, net $ 205,764 $ 208,558 $ 197,898 $ 214,236 Restructuring and asset impairment charges 4,539 9,374 3,710 1,425 Operating (loss) income (5,345 ) 8,743 (1,552 ) 2,944 Net (loss) income (34,661 ) (4,771 ) (16,963 ) 18,439 Basic (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing basic per share amounts 118,813 120,209 120,935 121,427 Diluted (loss) earnings per share $ (0.29 ) $ (0.04 ) $ (0.14 ) $ 0.15 Weighted average shares used in computing diluted per share amounts 118,813 120,209 120,935 122,362 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 |
Related Party Transaction [Line Items] | |||||
Cumulative translation losses | $ 3,500 | $ 1,700 | |||
Due from Banks | $ 900 | 1,100 | |||
DVR return period | 30 days | ||||
Subscription cancellation period for full refund | 30 days | ||||
Lifetime subscriptions amortization period | 72 months | ||||
Advertising expense | $ 7,800 | 8,800 | $ 7,300 | ||
Reduction in accumulated deficit | $ 1,710,587 | $ 1,392,651 | $ 1,361,239 | ||
Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted-Average Remaining Useful Life | 2 years | ||||
Contract cost amortization period | 3 years | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted-Average Remaining Useful Life | 18 years | ||||
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) | ||||
Computer Equipment And Software [Member] | |||||
Related Party Transaction [Line Items] | |||||
Useful life of property, plant and equipment | 3 years | ||||
Furniture and fixtures [Member] | |||||
Related Party Transaction [Line Items] | |||||
Useful life of property, plant and equipment | 5 years | ||||
Software and Software Development Costs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Useful life of property, plant and equipment | 5 years | ||||
Operating Lease Liability [Member] | Scenario, Forecast [Member] | Accounting Standards Update 2016-02 [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 80,000 | ||||
Operating Lease Liability [Member] | Scenario, Forecast [Member] | Accounting Standards Update 2016-02 [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 85,000 | ||||
Operating Lease Right-of-use Asset [Member] | Scenario, Forecast [Member] | Accounting Standards Update 2016-02 [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 65,000 | ||||
Operating Lease Right-of-use Asset [Member] | Scenario, Forecast [Member] | Accounting Standards Update 2016-02 [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 70,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||
Income (loss) from discontinued operations, net of tax | $ (23) | $ 143 | $ 2,298 | $ 1,297 | $ 3,715 | $ 0 | $ (4,588) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 27, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 07, 2016$ / sharesshares | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Nov. 30, 2016shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 0 | $ 117,030 | $ 0 | ||||||
TiVo Acquisition litigation loss | $ 0 | 14,006 | 0 | ||||||
TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash paid per share (in dollars per share) | $ / shares | $ 2.75 | ||||||||
Revenue of acquiree since acquisition date | 147,400 | ||||||||
Operating Income (loss) of acquiree | (2,800) | ||||||||
Dissenting shares outstanding (in shares) | shares | 9.1 | ||||||||
Accrual for merger consideration | $ 78,981 | ||||||||
Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration | 22,640 | ||||||||
Pending Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Restricted cash | $ 25,300 | $ 25,300 | |||||||
Settled Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 117,000 | $ 117,000 | |||||||
Return of cash paid for TiVo Acquisition | $ 25,100 | ||||||||
TiVo Acquisition litigation loss | $ 12,900 | ||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Dissenting shares outstanding (in shares) | shares | 3.5 | ||||||||
Share price exchange ratio | 0.3853 | ||||||||
TiVo Corporation [Member] | Employee Stock Options, Restricted Stock Award or Restricted Stock Unit [Member] | TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share price exchange ratio | 0.5186 | ||||||||
Common Stock [Member] | TiVo Corporation [Member] | TiVo Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance for common stock in connection with TiVo Acquisition (in shares) | shares | 33.5 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 1,812,118 | $ 1,544,343 | $ 1,813,227 |
TiVo Solutions [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Aggregate cash consideration | 269,990 | ||
Accrual for merger consideration | 78,981 | ||
Fair value of assumed TiVo Solutions employee equity-based awards allocated to consideration | 22,640 | ||
Total merger consideration | 1,129,726 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash, cash equivalents and marketable securities | 503,408 | ||
Accounts receivable | 48,597 | ||
Inventory | 15,003 | ||
Prepaid expenses and other current assets and other long-term assets | 25,911 | ||
Property and equipment | 9,744 | ||
Goodwill | 469,262 | ||
Accounts payable and accrued expenses and other long-term liabilities | (74,631) | ||
Deferred revenue | (63,504) | ||
Current portion of long-term debt | (230,000) | ||
Deferred tax liabilities, net | (97,064) | ||
Total merger consideration | 1,129,726 | ||
TiVo Solutions [Member] | Trademarks / Tradenames [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Trademarks / Tradenames | 14,000 | ||
TiVo Solutions [Member] | Developed Technology and Patents [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | 154,000 | ||
TiVo Solutions [Member] | Existing Contracts and Customer Relationships [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangible assets | $ 355,000 | ||
TiVo Corporation [Member] | TiVo Solutions [Member] | |||
Business Combination, Consideration Transferred [Abstract] | |||
Aggregate fair value of TiVo Corporation shares issued | $ 758,115 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Information (Details) - TiVo Solutions [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total Revenues, net | $ | $ 876,705 |
Net loss | $ | $ (103,050) |
Basic (loss) earnings per share (in usd per share) | $ / shares | $ (0.89) |
Diluted (loss) earnings per share (in usd per share) | $ / shares | $ (0.89) |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Inventory, Net | ||||
Raw materials | $ 864 | $ 1,846 | ||
Finished goods | 6,585 | 9,735 | ||
Inventory | 7,449 | 11,581 | ||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 205,860 | 204,216 | ||
Less: Accumulated depreciation and amortization | (152,274) | (148,972) | ||
Property and equipment, net | 53,586 | 55,244 | ||
Accounts Payable and Accrued Expenses | ||||
Accounts payable | 2,180 | 10,517 | ||
Accrued compensation and benefits | 46,466 | 47,886 | ||
Other accrued liabilities | 56,335 | 77,449 | ||
Accounts payable and accrued expenses | 104,981 | 135,852 | $ 133,697 | |
Interest and Other Income [Abstract] | ||||
Interest income | 5,232 | 3,122 | $ 2,326 | |
Foreign currency loss | (550) | (1,574) | (72) | |
Equity method income (loss) | 996 | (451) | (454) | |
Other income (expense), net | 4 | 1,818 | (112) | |
Interest income and other, net | 5,682 | 2,915 | 1,688 | |
Cash paid during the period for: | ||||
Income taxes, net of refunds | 17,906 | 17,660 | 27,468 | |
Interest | 32,462 | 26,567 | 30,281 | |
Significant noncash transactions | ||||
Patents acquired as part of a licensing agreement | 0 | 0 | ||
Fair value of shares issued in connection with the TiVo Acquisition | 0 | 536 | $ 758,115 | |
Computer Software and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 148,935 | 150,098 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 47,431 | 44,981 | ||
Furniture and fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 9,494 | $ 9,137 | ||
India [Member] | Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk (percent) | 13.00% | 13.00% | ||
United States [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | $ 44,516 | $ 46,756 | ||
Rest of the world [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | $ 9,070 | $ 8,488 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($)performance_obligation | Dec. 31, 2017USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Accumulated deficit | $ (1,710,587,000) | $ (1,361,239,000) | $ (1,392,651,000) |
Impairment losses | 0 | ||
Revenue recognized | 39,700,000 | ||
Revenue from remaining performance obligation | $ 812,752,000 | ||
Remainder of 2018 | 29.00% | ||
2,019 | 20.00% | ||
2,020 | 14.00% | ||
2,021 | 11.00% | ||
2,022 | 9.00% | ||
Thereafter | 17.00% | ||
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 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Accounts receivable, net | $ 152,866 | $ 204,945 | $ 180,768 |
Prepaid expenses and other current assets | 30,806 | 32,571 | 34,751 |
Other long-term assets | 63,365 | 68,041 | 71,641 |
Accounts payable and accrued expenses | (104,981) | (133,697) | (135,852) |
Unearned revenue | (46,072) | (44,185) | (55,393) |
Deferred tax liabilities, net | (45,030) | (50,704) | (50,356) |
Accumulated deficit | $ 1,710,587 | 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 | 12 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total Revenues, net | $ 695,865 | $ 826,456 | $ 649,093 | ||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 169,149 | 167,712 | 139,666 | ||||
Selling, general and administrative | 181,047 | 205,024 | 192,755 | ||||
Loss from continuing operations before income taxes | (339,011) | (48,235) | (24,436) | ||||
Income tax expense | 14,052 | (10,279) | (61,685) | ||||
(Loss) income from continuing operations, net of tax | $ (288,189) | $ (22,992) | $ (22,868) | $ (19,014) | (353,063) | $ (37,956) | $ 37,249 |
As If Applying Prior Guidance [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total Revenues, net | 713,142 | ||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 171,898 | ||||||
Selling, general and administrative | 181,245 | ||||||
Loss from continuing operations before income taxes | (324,681) | ||||||
Income tax expense | 15,561 | ||||||
(Loss) income from continuing operations, net of tax | (340,242) | ||||||
Effect of Change Higher/(Lower) [Member] | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Total Revenues, net | (17,277) | ||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | (2,749) | ||||||
Selling, general and administrative | (198) | ||||||
Loss from continuing operations before income taxes | (14,330) | ||||||
Income tax expense | (1,509) | ||||||
(Loss) income from continuing operations, net of tax | $ (12,821) |
Revenues - Concentration of Ris
Revenues - Concentration of Risk (Details) - AT&T [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 18.00% | 28.00% | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 10.00% | 14.00% | 12.00% |
Revenues - Revenue by Contract
Revenues - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | $ 695,865 | $ 826,456 | $ 649,093 |
Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 215,482 | ||
Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 457,157 | ||
Out-of-license settlements [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 23,226 | ||
Product [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 400,730 | ||
Product [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 104,803 | ||
Product [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 295,927 | ||
Product [Member] | Out-of-license settlements [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 0 | ||
Intellectual Property Licensing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 295,135 | ||
Intellectual Property Licensing [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 110,679 | ||
Intellectual Property Licensing [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 161,230 | ||
Intellectual Property Licensing [Member] | Out-of-license settlements [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | $ 23,226 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | $ 695,865 | $ 826,456 | $ 649,093 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | 464,364 | 616,883 | 469,325 |
Rest of world [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | $ 231,501 | $ 209,573 | $ 179,768 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, gross | $ 155,708 | $ 183,343 | |
Less: Allowance for doubtful accounts | (2,842) | (2,575) | |
Accounts receivable, net | $ 152,866 | $ 204,945 | $ 180,768 |
Revenues - Allowance for Doubtf
Revenues - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ (2,575) | $ (1,963) | $ (1,607) |
Provision for bad debt | (579) | 1,726 | (226) |
Deductions, net | 312 | (2,338) | (130) |
Balance at end of period | $ (2,842) | $ (2,575) | $ (1,963) |
Revenues - Contract Assets (Det
Revenues - Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 |
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 45,301 | $ 76,808 |
Accounts Receivable, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 35,115 | 68,858 |
Prepaid Expenses and Other Current Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 1,654 | 1,167 |
Other Long-term Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 8,532 | $ 6,783 |
Investments - Available-For-Sal
Investments - Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 232,656 | |
Fair Value | 232,163 | |
Total Cash, Cash Equivalents And Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 394,118 | $ 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 | 114,159 | 102,794 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (400) | (397) |
Fair Value | 113,760 | 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 | 118,497 | 108,781 |
Unrealized Gains | 70 | 0 |
Unrealized Losses | (164) | (430) |
Fair Value | 118,403 | 108,351 |
Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 232,656 | 224,624 |
Unrealized Gains | 71 | 0 |
Unrealized Losses | (564) | (1,047) |
Fair Value | 232,163 | 223,577 |
Total Cash And Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 161,955 | 128,965 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 161,955 | 128,965 |
Cash [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,125 | 38,996 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 40,125 | 38,996 |
Cash Equivalents [Member] | Money Markets Funds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 121,830 | 89,969 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 121,830 | $ 89,969 |
Investments - Summarized Fair V
Investments - Summarized Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 121,136 | $ 120,890 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 66,151 | 94,696 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 187,287 | 215,586 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (252) | (546) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (312) | (501) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (564) | (1,047) |
Auction Rate Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 0 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 10,584 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 10,584 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (216) | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (216) | |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 52,617 | 75,922 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 46,991 | 18,484 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 99,608 | 94,406 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (170) | (362) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (230) | (35) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (400) | (397) |
Foreign Government Obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 0 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 2,245 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 2,245 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (4) | |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (4) | |
U.S. Treasuries / Agencies [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 68,519 | 44,968 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 19,160 | 63,383 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 87,679 | 108,351 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (82) | (184) |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (82) | (246) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ (164) | $ (430) |
Investments - Available-For-S_2
Investments - Available-For-Sale Debt Investments At Fair Value (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Amortized Cost | |
Due in less than 1 year | $ 159,370 |
Due in 1-2 years | 73,286 |
Amortized Cost | 232,656 |
Fair Value | |
Due in less than 1 year | 158,956 |
Due in 1-2 years | 73,207 |
Total | $ 232,163 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Investments [Abstract] | |||
Non-marketable equity method investments | $ 2.2 | $ 1.1 | |
Securities owned not readily marketable | 1.5 | 1.5 | |
Impairment of equity securities without a readily determinable fair value | $ 0 | $ 1.2 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill impairment | $ 269,000 | $ 0 | $ 0 | $ 0 | $ 269,000 | $ 0 | $ 0 | |
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 | 354,166 | 354,166 | 313,546 | |||||
Fair value liabilities measured on a recurring basis | (3,012) | (3,012) | (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 | 121,830 | 121,830 | 89,969 | |||||
Fair value liabilities measured on a recurring basis | 0 | 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 | 232,336 | 232,336 | 212,993 | |||||
Fair value liabilities measured on a recurring basis | (3,012) | (3,012) | (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 | 0 | 10,584 | |||||
Fair value liabilities measured on a recurring basis | 0 | 0 | (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 | 121,830 | 121,830 | 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 | 121,830 | 121,830 | 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 | 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 | 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 | 90,753 | 90,753 | 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 | 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 | 90,753 | 90,753 | 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 | 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 | 68,203 | 68,203 | 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 | 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 | 68,203 | 68,203 | 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 | 0 | |||||
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-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 | 173 | 173 | ||||||
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-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 | 0 | ||||||
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-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 | 173 | 173 | ||||||
Fair Value, Measurements, Recurring [Member] | Cash and cash equivalents/Short-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 | 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 | 23,007 | 23,007 | 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 | 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 | 23,007 | 23,007 | 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 | 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 | 50,200 | 50,200 | 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 | 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 | 50,200 | 50,200 | 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 | 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 | (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 | |||||||
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 | |||||||
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 | (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 | (3,012) | (3,012) | (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 | 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 | (3,012) | (3,012) | (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 | $ 0 | |||||
Product and Intellectual Property Licensing Segments [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill impairment | $ 269,000 | |||||||
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | Fair Value, Measurements, Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment of Long-Lived Assets Held-for-use | $ 6,700 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cubiware Contingent Consideration [Member] | ||||
Liabilities | ||||
Balance at beginning of period | $ (2,234) | $ (2,234) | $ (5,273) | $ 0 |
Assumed in TiVo Acquisition | (6,548) | |||
Settlements | 1,874 | 2,650 | ||
Transfers out | 1,700 | |||
Gain (loss) included in earnings | (1,340) | 389 | 1,275 | |
Balance at end of period | 0 | (2,234) | (5,273) | |
Cubiware Contingent Consideration [Member] | Selling, General and Administrative Expenses [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | 1,600 | (1,100) | 1,000 | |
Cubiware Contingent Consideration [Member] | Interest Expense [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | 300 | 200 | 600 | |
Auction Rate Securities [Member] | ||||
Assets | ||||
Balance at beginning of period | $ 10,584 | 10,584 | 10,368 | 10,260 |
Sales | 10,715 | |||
Gain (loss) included in earnings | (85) | |||
Unrealized loss reclassified on sale | 216 | |||
Unrealized gains (losses) included in other comprehensive (loss) income | 0 | 216 | 108 | |
Balance at end of period | $ 0 | 10,584 | 10,368 | |
Liabilities | ||||
Balance at beginning of period | $ 10,368 | |||
Balance at end of period | $ 10,368 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | $ 992,137 | $ 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 | 326,640 | 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 | 665,449 | 671,281 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 992,137 | 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 | 326,640 | 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 | 665,449 | 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 | 949,990 | 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 | 316,538 | 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 | $ 633,404 | $ 679,722 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)patent | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ (269,000) | $ 0 | $ 0 | $ 0 | $ (269,000) | $ 0 | $ 0 |
Payments for purchase of patents | $ 1,700 | 2,000 | 2,500 | ||||
Patents acquired as part of a licensing agreement | 0 | $ 0 | |||||
Portfolio of Patents [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Number of Patents Portfolio Acquired | patent | 2 | ||||||
Asset Acquisition, Consideration Transferred | $ 17,700 | ||||||
Payments for purchase of patents | 1,700 | $ 2,000 | |||||
Patents acquired as part of a licensing agreement | $ 16,000 | ||||||
Patents [Member] | Portfolio of Patents [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired finite-lived intangible assets weighted average useful life | 5 years | ||||||
Minimum [Member] | Patents [Member] | Portfolio of Patents [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired finite-lived intangible assets weighted average useful life | 5 years | ||||||
Maximum [Member] | Patents [Member] | Portfolio of Patents [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Acquired finite-lived intangible assets weighted average useful life | 10 years | ||||||
Product [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ (269,000) | ||||||
Intellectual Property Licensing [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 0 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets, Net - Summary Of Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||||||
Impairment loss | $ (269,000) | $ 0 | $ 0 | $ 0 | $ (269,000) | $ 0 | $ 0 |
Goodwill [Roll Forward] | |||||||
Beginning of Period | 1,813,227 | 1,813,227 | 1,812,118 | ||||
TiVo Acquisition | 932 | ||||||
Foreign currency translation | 116 | 177 | |||||
End of Period | 1,544,343 | 1,544,343 | 1,813,227 | 1,812,118 | |||
Product [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | (269,000) | ||||||
Goodwill [Roll Forward] | |||||||
Beginning of Period | 521,895 | 521,895 | 520,998 | ||||
TiVo Acquisition | 720 | ||||||
Foreign currency translation | 116 | 177 | |||||
End of Period | 253,011 | 253,011 | 521,895 | 520,998 | |||
Intellectual Property Licensing [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | 0 | ||||||
Goodwill [Roll Forward] | |||||||
Beginning of Period | $ 1,291,332 | 1,291,332 | 1,291,120 | ||||
TiVo Acquisition | 212 | ||||||
Foreign currency translation | 0 | 0 | |||||
End of Period | $ 1,291,332 | $ 1,291,332 | $ 1,291,332 | $ 1,291,120 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,519,926 | $ 1,503,055 |
Accumulated Amortization | (1,020,156) | (873,131) |
Total | 499,770 | 629,924 |
Total Intangible Assets, Gross | 1,533,926 | 1,517,055 |
Total Intangible Assets, Net | $ 513,770 | 643,924 |
Developed Technology and Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 4 years 4 months | |
Gross | $ 1,051,635 | 1,034,458 |
Accumulated Amortization | (765,221) | (676,465) |
Total | $ 286,414 | 357,993 |
Existing Contracts and Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 13 years | |
Gross | $ 402,756 | 403,244 |
Accumulated Amortization | (195,752) | (139,289) |
Total | $ 207,004 | 263,955 |
Content Databases and Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 4 years 8 months | |
Gross | $ 57,235 | 57,053 |
Accumulated Amortization | (50,883) | (49,077) |
Total | 6,352 | 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 Asset_6
Goodwill And Intangible Assets, Net - Estimated Amortization Expense In Future Periods (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 111,745 | |
2,020 | 110,999 | |
2,021 | 68,231 | |
2,022 | 40,506 | |
2,023 | 23,318 | |
Thereafter | 144,971 | |
Total | $ 499,770 | $ 629,924 |
Restructuring and Asset Impai_3
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring and asset impairment charges | $ 1,493 | $ 2,921 | $ 1,101 | $ 4,546 | $ 1,425 | $ 3,710 | $ 9,374 | $ 4,539 | $ 10,061 | $ 19,048 | $ 27,316 |
Accrual adjustment | 4,260 | 1,314 | 4,260 | 1,314 | |||||||
Legacy TiVo Solutions Plan and Legacy Rovi Plan [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Expense | 775 | $ 2,369 | |||||||||
Legacy Rovi Plans [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Accrual adjustment | $ 300 | $ 700 | $ 300 | $ 700 |
Restructuring and Asset Impai_4
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |||||||||||
Facility-related costs | $ 340 | $ 4,465 | $ 527 | ||||||||
Severance costs | 6,658 | 4,696 | 10,044 | ||||||||
Share-based payments | 3,039 | 2,663 | 14,951 | ||||||||
Contract termination costs | 0 | 4 | 1,342 | ||||||||
Asset impairment | 24 | 7,220 | 452 | ||||||||
Restructuring and asset impairment charges | $ 1,493 | $ 2,921 | $ 1,101 | $ 4,546 | $ 1,425 | $ 3,710 | $ 9,374 | $ 4,539 | $ 10,061 | $ 19,048 | $ 27,316 |
Restructuring and Asset Impai_5
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 4,260 | $ 1,314 |
Facility-related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 264 | 693 |
Severance Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 3,996 | 584 |
Contract Termination Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 0 | $ 37 |
Restructuring and Asset Impai_6
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 1,314 | ||
Balance at End of Period | 4,260 | $ 1,314 | |
Facility-related Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 693 | ||
Balance at End of Period | 264 | 693 | |
Severance Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 584 | ||
Balance at End of Period | 3,996 | 584 | |
Contract Termination [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 37 | ||
Balance at End of Period | 0 | 37 | |
Profit Improvement Plan [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 9,651 | ||
Cash Settlements | (2,715) | ||
Non-Cash Settlements | (3,063) | ||
Other | (16) | ||
Balance at End of Period | 3,857 | 0 | |
Profit Improvement Plan [Member] | Facility-related Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 47 | ||
Cash Settlements | (47) | ||
Non-Cash Settlements | 0 | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
Profit Improvement Plan [Member] | Severance Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 6,541 | ||
Cash Settlements | (2,668) | ||
Non-Cash Settlements | 0 | ||
Other | (16) | ||
Balance at End of Period | 3,857 | 0 | |
Profit Improvement Plan [Member] | Share-based Payments [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 3,039 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (3,039) | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
Profit Improvement Plan [Member] | Asset Impairment Charges [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 24 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (24) | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
Tivo Integration Restructuring Plan [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 559 | 3,791 | $ 0 |
Restructuring Expense | 395 | 18,427 | 24,948 |
Cash Settlements | (794) | (11,429) | (6,206) |
Non-Cash Settlements | 0 | (9,883) | (14,951) |
Other | (50) | (347) | 0 |
Balance at End of Period | 110 | 559 | 3,791 |
Tivo Integration Restructuring Plan [Member] | Facility-related Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 111 | 224 | 0 |
Restructuring Expense | 280 | 3,690 | 277 |
Cash Settlements | (230) | (3,486) | (53) |
Non-Cash Settlements | 0 | 0 | 0 |
Other | (51) | (317) | 0 |
Balance at End of Period | 110 | 111 | 224 |
Tivo Integration Restructuring Plan [Member] | Severance Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 448 | 3,504 | 0 |
Restructuring Expense | 115 | 4,850 | 9,657 |
Cash Settlements | (564) | (7,876) | (6,153) |
Non-Cash Settlements | 0 | 0 | 0 |
Other | 1 | (30) | 0 |
Balance at End of Period | 0 | 448 | 3,504 |
Tivo Integration Restructuring Plan [Member] | Share-based Payments [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | 0 |
Restructuring Expense | 2,663 | 14,951 | |
Cash Settlements | 0 | 0 | |
Non-Cash Settlements | (2,663) | (14,951) | |
Other | 0 | 0 | |
Balance at End of Period | 0 | 0 | |
Tivo Integration Restructuring Plan [Member] | Contract Termination [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 63 | 0 |
Restructuring Expense | 4 | 63 | |
Cash Settlements | (67) | 0 | |
Non-Cash Settlements | 0 | 0 | |
Other | 0 | 0 | |
Balance at End of Period | 0 | 63 | |
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 0 | 0 | |
Restructuring Expense | 7,220 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (7,220) | ||
Other | 0 | ||
Balance at End of Period | $ 0 | $ 0 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 1,013,548 | $ 1,020,548 | ||
Carrying amount | 992,137 | 983,095 | ||
Less: Current portion of long-term debt | 373,361 | 7,000 | ||
Long-term debt, less current portion | $ 618,776 | 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 | $ 326,640 | 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 | 668,500 | 675,500 | ||
Carrying amount | $ 665,449 | $ 671,281 |
Debt and Interest Rate Swaps _2
Debt and Interest Rate Swaps - 2020 Convertible Notes (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] | Sep. 30, 2018 | Mar. 04, 2015USD ($)trading_day$ / shares | Dec. 31, 2018$ / shares$ / per_unit | 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 | 0.374422 | 0.345968 | ||
Initial conversion price (in usd per share) | $ / shares | $ 28.9044 | $ 26.2122 | ||
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 | 26.2122 | 28.9044 |
Debt and Interest Rate Swaps _3
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 1,013,548 | $ 1,020,548 |
Carrying amount | 992,137 | 983,095 |
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 345,000 | 345,000 |
Less: Unamortized debt discount | (16,253) | (29,499) |
Less: Unamortized debt issuance costs | (2,107) | (3,735) |
Carrying amount | 326,640 | 311,766 |
Equity component | $ 63,854 | $ 63,854 |
Debt and Interest Rate Swaps _4
Debt and Interest Rate Swaps - Components of Interest Expense (Details) - 2020 Convertible Notes [Member] - Convertible Debt [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Stated interest | $ 1,725 | $ 1,725 | $ 1,725 |
Amortization of debt discount | 13,246 | 12,645 | 12,071 |
Amortization of debt issuance costs | 1,628 | 1,475 | 1,334 |
Total interest expense | $ 16,599 | $ 15,845 | $ 15,130 |
Debt and Interest Rate Swaps _5
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 | Dec. 31, 2018$ / shares$ / per_unitshares | |
Equity Option [Member] | ||
Debt Instrument [Line Items] | ||
Purchase of call options | $ | $ 64.8 | |
Call option, shares | 11.9 | 13.2 |
Common stock strike price (in usd per share) | $ / per_unit | 28.9044 | 26.2122 |
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 | $ 36.4059 |
Warrants outstanding (in shares) | 12.7 |
Debt and Interest Rate Swaps _6
Debt and Interest Rate Swaps - 2021 Convertible Notes (Details) - Convertible Debt [Member] - 2021 Convertible Notes [Member] | Sep. 30, 2018 | Oct. 12, 2016USD ($) | Sep. 07, 2016$ / shares | Sep. 22, 2014USD ($)$ / shares | Dec. 31, 2018$ / 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 | 0.238378 | 0.216181 | |||
Initial conversion price (in usd per share) | $ 39.12 | $ 35.4773 | |||
Initial conversion price to principal of notes (in usd per share) | $ 154.30 | $ 154.30 |
Debt and Interest Rate Swaps _7
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) | Jan. 26, 2017USD ($) | Jul. 02, 2014USD ($)subsidiary | Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | |||||
Loss on debt extinguishment | $ 0 | $ 108,000 | $ 0 | |||
Loss on debt modification | $ 0 | 929,000 | $ 0 | |||
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 | |||||
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 | |||||
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 | |||||
Scenario, Forecast [Member] | Term Loan B Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Excess cash flow payment | $ 46,700,000 |
Debt and Interest Rate Swaps _8
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 (a) | $ 391,721 | |
2,019 | 0 | |
2,020 | 621,827 | |
Total | $ 1,013,548 | $ 1,020,548 |
Debt and Interest Rate Swaps _9
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Gain (loss) on interest rate swaps | $ 3,425 | $ 1,859 | $ (3,884) |
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 | |
Fixed interest rate (percent) | 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 | |
Fixed interest rate (percent) | 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 | |
Fixed interest rate (percent) | 2.93% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, shares in Millions | May 03, 2017USD ($) | Mar. 27, 2017USD ($) | Jan. 27, 2017USD ($) | Nov. 15, 2016shares | Jul. 20, 2016USD ($) | May 10, 2016USD ($) | Apr. 30, 2017USD ($) | Nov. 30, 2016shares | Oct. 31, 2016USD ($) | Aug. 31, 2016USD ($) | Jun. 30, 2018USD ($)patent | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 11, 2017petition |
Loss Contingencies [Line Items] | ||||||||||||||||||
Rent expense | $ 10,900 | $ 15,400 | $ 13,300 | |||||||||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 0 | $ 117,030 | $ 0 | |||||||||||||||
Legal settlements | $ 5,000 | |||||||||||||||||
Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Amount of patent settlement claim | $ 4,500 | |||||||||||||||||
Number of patents transferred in settlement | patent | 2 | |||||||||||||||||
DISH Network L.L.C. [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
License agreement | 10 years | |||||||||||||||||
Purchase obligations in the next 12 months | $ 60,300 | |||||||||||||||||
Payments for license fees | $ 30,300 | $ 15,000 | $ 15,000 | |||||||||||||||
TiVo Solutions [Member] | Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Amount of damages sought | $ 14,500 | |||||||||||||||||
Retainer Fees [Member] | TiVo Solutions [Member] | Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Amount of patent settlement claim | $ 700 | |||||||||||||||||
Professional fees | 300 | |||||||||||||||||
Amount of damages sought | $ 1,400 | |||||||||||||||||
Dreihaus Entities [Member] | Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 1.9 | |||||||||||||||||
Fir Tree Entities [Member] | Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 7.2 | |||||||||||||||||
Unpaid Royalties [Member] | Threatened Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Amount of damages sought | $ 20,900 | $ 11,500 | ||||||||||||||||
Alleged unpaid royalties | $ 11,800 | |||||||||||||||||
Amount of additional damages sought | $ 9,500 | |||||||||||||||||
TiVo Solutions [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Dissenting shares outstanding (in shares) | shares | 9.1 | |||||||||||||||||
TiVo Solutions [Member] | Dissenting Holders [Member] | Settled Litigation [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of pending petitions | petition | 2 | |||||||||||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 117,000 | $ 117,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 14, 2017 | Dec. 31, 2015 | Mar. 04, 2015 | |
Class of Stock [Line Items] | ||||||||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 32,372,000 | 32,079,000 | 29,625,000 | |||||||||||
Share price (in us dollars per share) | $ 9.41 | $ 9.41 | ||||||||||||
Authorized stock repurchase amount | $ 150,000,000 | |||||||||||||
Stock repurchase (in shares) | 0 | |||||||||||||
Remaining number of shares authorized to be repurchased | $ 150,000,000 | $ 150,000,000 | ||||||||||||
Tax withholding for share-based compensation | $ 7,384,000 | $ 15,094,000 | $ 14,067,000 | |||||||||||
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0.72 | $ 0 | |||
Dividend payments | $ 88,976,000 | $ 87,108,000 | $ 0 | |||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Tax withholding for share-based compensation (shares) | 500,000 | 800,000 | 700,000 | |||||||||||
Tax withholding for share-based compensation | $ 7,400,000 | $ 15,100,000 | $ 14,100,000 | |||||||||||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Initial conversion price (in usd per share) | 26.2122 | $ 26.2122 | $ 28.9044 | |||||||||||
Performance-based Restricted Stock Units [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 700,000 | 400,000 | 700,000 | |||||||||||
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) | $ 36.4059 | $ 36.4059 | $ 40.1450 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 17,931 |
2,020 | 16,981 |
2,021 | 16,329 |
2,022 | 12,870 |
2,023 | 10,923 |
Thereafter | 26,892 |
Gross future minimum lease payments | 101,926 |
Less: Sublease receipts | (42,950) |
Net future minimum lease payments | $ 58,976 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||||||||||
Weighted average shares used in computing basic per share amounts | 123,802 | 123,459 | 122,713 | 122,080 | 121,427 | 120,935 | 120,209 | 118,813 | 123,020 | 120,355 | 93,064 |
Dilutive effect of equity-based compensation awards | 0 | 0 | 1,198 | ||||||||
Weighted average shares used in computing diluted per share amounts | 123,802 | 123,459 | 122,713 | 122,080 | 122,362 | 120,935 | 120,209 | 118,813 | 123,020 | 120,355 | 94,262 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 32,372 | 32,079 | 29,625 |
Restricted Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 4,696 | 4,567 | 1,741 |
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 | 2,027 | 2,850 | 3,448 |
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 | 13,162 | 12,429 | 11,936 |
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 | 564 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,486 | 12,232 | 11,936 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Class of Stock [Line Items] | ||||||||||||
Balance | $ 1,853,016 | $ 1,909,636 | $ 1,853,016 | $ 1,909,636 | $ 1,030,565 | |||||||
Balance (treasury shares) | (1,269) | (1,269) | ||||||||||
Balance (common shares) | 123,385 | 123,385 | ||||||||||
Cumulative effect adjustment | $ 31,412 | |||||||||||
Net (loss) income | $ (288,212) | $ (22,849) | $ (20,570) | $ (17,717) | $ 18,439 | $ (16,963) | $ (4,771) | (34,661) | $ (349,348) | (37,956) | 32,661 | |
Other comprehensive income, net of tax | (1,131) | 4,311 | (546) | |||||||||
Issuance of common stock under employee stock purchase plan | 12,854 | 15,624 | 10,697 | |||||||||
Issuance of restricted stock, net | 1 | 2 | 1 | |||||||||
Equity-based compensation | 42,328 | 56,463 | 62,860 | |||||||||
Dividends | (88,807) | (87,359) | ||||||||||
Withholding taxes related to net share settlement of restricted stock units | (7,384) | (15,094) | (14,067) | |||||||||
Balance | $ 1,492,941 | $ 1,853,016 | $ 1,492,941 | $ 1,853,016 | 1,909,636 | |||||||
Balance (treasury shares) | (1,806) | (1,269) | (1,806) | (1,269) | ||||||||
Balance (common shares) | 125,781 | 123,385 | 125,781 | 123,385 | ||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Balance | $ 123 | $ 121 | $ 123 | $ 121 | $ 131 | |||||||
Balance (common shares) | 123,385 | 120,526 | 123,385 | 120,526 | 131,052 | |||||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,150 | 1,449 | 1,160 | |||||||||
Issuance of common stock under employee stock purchase plan | $ 2 | $ 1 | $ 3 | |||||||||
Issuance of restricted stock, net | 1 | 1 | 0 | |||||||||
Balance | $ 126 | $ 123 | $ 126 | $ 123 | $ 121 | |||||||
Balance (common shares) | 125,781 | 123,385 | 125,781 | 123,385 | 120,526 | |||||||
Treasury Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Balance | $ (24,740) | $ (9,646) | $ (24,740) | $ (9,646) | $ (1,163,533) | |||||||
Balance (treasury shares) | 1,269 | 465 | 1,269 | 465 | 48,405 | |||||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | 537 | 804 | 666 | |||||||||
Withholding taxes related to net share settlement of restricted stock units | $ (7,384) | $ (15,094) | $ (14,067) | |||||||||
Balance | $ (32,124) | $ (24,740) | $ (32,124) | $ (24,740) | $ (9,646) | |||||||
Balance (treasury shares) | 1,806 | 1,269 | 1,806 | 1,269 | 465 | |||||||
Additional Paid-in Capital [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Balance | $ 3,273,022 | $ 3,280,905 | $ 3,273,022 | $ 3,280,905 | $ 2,419,921 | |||||||
Issuance of common stock under employee stock purchase plan | 12,852 | 15,623 | 10,694 | |||||||||
Issuance of restricted stock, net | 0 | 1 | 1 | |||||||||
Equity-based compensation | 42,328 | 56,463 | 62,860 | |||||||||
Dividends | (88,807) | (87,359) | ||||||||||
Balance | $ 3,239,395 | $ 3,273,022 | 3,239,395 | 3,273,022 | 3,280,905 | |||||||
Accumulated Other Comprehensive Loss [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Balance | (2,738) | (7,049) | (2,738) | (7,049) | (6,503) | |||||||
Other comprehensive income, net of tax | (1,131) | 4,311 | (546) | |||||||||
Balance | (3,869) | (2,738) | (3,869) | (2,738) | (7,049) | |||||||
Accumulated Deficit [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Balance | $ (1,392,651) | $ (1,354,695) | (1,392,651) | (1,354,695) | (219,451) | |||||||
Cumulative effect adjustment | $ 31,412 | |||||||||||
Net (loss) income | (349,348) | (37,956) | 32,661 | |||||||||
Balance | $ (1,710,587) | $ (1,392,651) | $ (1,710,587) | $ (1,392,651) | $ (1,354,695) |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)purchase_periodshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Equity-based compensation | $ | $ 39,779 | $ 52,561 | $ 47,670 |
Unrecognized compensation cost | $ | $ 61,500 | ||
Expected dividend yield (percent) | 0.00% | ||
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years 6 months | ||
Total intrinsic value of options exercised | $ | $ 2,100 | $ 2,100 | |
Restricted Stock [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Expected dividend yield (percent) | 5.50% | 4.00% | 0.00% |
Number of shares awarded and unvested | 200,000 | ||
Aggregate fair value of vested restricted stock | $ | $ 23,500 | $ 48,600 | $ 46,700 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of shares awarded and unvested | 5,200,000 | ||
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 | 300,000 | ||
Performance-Based Restricted Stock Awards [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Award requisite service period | 3 years | ||
Potential shares to be issued upon vesting (percent) | 200.00% | ||
ESPP Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares reserved for issuance | 4,700,000 | ||
Shares available for issuance | 4,700,000 | ||
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) | 5.60% | 2.40% | 0.00% |
TiVo Solutions [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Equity-based compensation | $ | $ 3,500 | ||
Rovi 2008 Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares reserved for issuance | 30,000,000 | ||
Shares available for issuance | 10,900,000 | ||
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 | 3,900,000 | ||
Shares available for issuance | 0 | ||
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) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 55.90% | ||
Expected term (years) | 3 years | ||
Risk free interest rate (percent) | 1.00% | ||
Expected dividend yield (percent) | 0.00% | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 39.20% | 50.10% | 53.50% |
Expected term (years) | 2 years 6 months | 3 years | 4 years 1 month 6 days |
Risk free interest rate (percent) | 2.60% | 1.90% | 1.10% |
Expected dividend yield (percent) | 5.50% | 4.00% | 0.00% |
ESPP Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 43.30% | 42.00% | 55.60% |
Expected term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate (percent) | 2.20% | 1.10% | 0.60% |
Expected dividend yield (percent) | 5.60% | 2.40% | 0.00% |
Equity-based Compensation - Wei
Equity-based Compensation - Weighted Average Fair Value Per Share Of Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted average grant date fair value | |||
Restricted awards (in dollars per share) | $ 11.63 | $ 15.18 | $ 22.07 |
ESPP shares (in dollars per share) | $ 3.99 | $ 5.70 | 7.30 |
Stock options (in dollars per share) | $ 9.53 | ||
Equity-based compensation | |||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 39,779 | $ 52,561 | $ 47,670 |
Pre-tax equity-based compensation, included in restructuring expense | $ 3,039 | $ 2,663 | $ 14,951 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted-Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 11.63 | $ 15.18 | $ 22.07 |
Restricted Awards [Member] | |||
Restricted Awards (In Thousands) | |||
Beginning Balance (in shares) | 5,899 | ||
Granted (in shares) | 3,520 | ||
Vested (in shares) | (1,725) | ||
Forfeited (in shares) | (2,344) | ||
Ending Balance (in shares) | 5,350 | 5,899 | |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 17.78 | ||
Granted (in dollars per share) | 11.63 | ||
Vested (in dollars per share) | 19.89 | ||
Forfeited (in dollars per share) | 15.02 | ||
Ending Balance (in dollars per share) | $ 14.26 | $ 17.78 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Options | |
Beginning Balance (in shares) | shares | 2,368 |
Forfeited and expired (in shares) | shares | (666) |
Ending Balance (in shares) | shares | 1,702 |
Vested and expected to vest (in shares) | shares | 1,702 |
Exercisable (in shares) | shares | 1,670 |
Weighted-Average Exercise Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 27.16 |
Forfeited and expired (in dollars per share) | $ / shares | 33.78 |
Ending Balance (in dollars per share) | $ / shares | 24.56 |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | $ / shares | 24.56 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 24.58 |
Weighted-Average Remaining Contractual Term | |
Weighted-Average Remaining Contractual Term, Outstanding | 1 year 1 month |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 1 year 1 month |
Weighted-Average Remaining Contractual Term, Exercisable | 1 year |
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 - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Deductions resulting from Tax Act of 2017 | $ 14,874 | $ 105,000 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | 4,500 | 3,900 | ||
Interest and penalties | (100) | (100) | (200) | |
Accrued interest and penalties | 700 | 700 | ||
Estimated Transition Tax | 33,700 | |||
Available tax credits | 32,800 | |||
Transition Tax | 900 | |||
Provisional transition tax state tax expense | 100 | |||
BEAT liability | 2,100 | |||
Provisional PTI foreign withholding taxes | 1,200 | |||
Undistributed foreign earnings | 5,300 | |||
Amount of unrecognized tax liability on undistributed foreign earnings | 300 | |||
Federal [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | 101,800 | 144,400 | 65,100 | |
State [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | $ 33,200 | $ 49,000 | 13,500 | |
Pre-Filing Closing Agreement [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Ordinary tax loss from sale of business | $ 2,400,000 | |||
TiVo Solutions [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Income tax benefit due to change in deferred tax asset valuation | $ (86,100) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Revenues, net: | $ 695,865 | $ 826,456 | $ 649,093 | ||||||||
Adjusted Operating Expenses | 495,773 | 536,314 | 388,022 | ||||||||
Adjusted EBITDA | 200,092 | 290,142 | 261,071 | ||||||||
Depreciation | 21,464 | 22,144 | 18,698 | ||||||||
Amortization of intangible assets | 147,336 | 166,657 | 104,989 | ||||||||
Restructuring and asset impairment charges | $ 1,493 | $ 2,921 | $ 1,101 | $ 4,546 | $ 1,425 | $ 3,710 | $ 9,374 | $ 4,539 | 10,061 | 19,048 | 27,316 |
Goodwill impairment | 269,000 | 0 | 0 | 0 | 269,000 | 0 | 0 | ||||
Equity-based compensation | 39,779 | 52,561 | 47,670 | ||||||||
Transaction, transition and integration costs | 9,797 | 20,364 | 39,950 | ||||||||
Earnout amortization | 1,494 | 3,833 | 2,467 | ||||||||
CEO transition cash costs | (975) | 4,305 | 0 | ||||||||
Remeasurement of contingent consideration | 1,104 | (1,023) | (1,614) | ||||||||
Gain on settlement of acquired receivable | 0 | (2,537) | 0 | ||||||||
Change in franchise tax reserve | 0 | 0 | 154 | ||||||||
Operating (loss) income | $ (273,484) | $ (7,681) | $ (8,763) | $ (9,040) | $ 2,944 | $ (1,552) | $ 8,743 | $ (5,345) | (298,968) | 4,790 | 21,441 |
Interest expense | (49,150) | (42,756) | (43,681) | ||||||||
Interest income and other, net | 5,682 | 2,915 | 1,688 | ||||||||
Gain (loss) on interest rate swaps | 3,425 | 1,859 | (3,884) | ||||||||
TiVo Acquisition litigation | 0 | (14,006) | 0 | ||||||||
Loss on debt extinguishment | 0 | (108) | 0 | ||||||||
Loss on debt modification | 0 | (929) | 0 | ||||||||
Loss from continuing operations before income taxes | (339,011) | (48,235) | (24,436) | ||||||||
Product [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 400,730 | ||||||||||
Goodwill impairment | 269,000 | ||||||||||
Intellectual Property Licensing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 295,135 | ||||||||||
Goodwill impairment | 0 | ||||||||||
Operating Segments [Member] | Product [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 400,730 | 423,516 | 301,676 | ||||||||
Adjusted Operating Expenses | 333,720 | 377,107 | 251,529 | ||||||||
Adjusted EBITDA | 67,010 | 46,409 | 50,147 | ||||||||
Operating Segments [Member] | Product [Member] | Platform Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 315,814 | 334,004 | 205,395 | ||||||||
Operating Segments [Member] | Product [Member] | Software and Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 76,249 | 84,964 | 83,811 | ||||||||
Operating Segments [Member] | Product [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 8,667 | 4,548 | 12,470 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 295,135 | 402,940 | 347,417 | ||||||||
Adjusted Operating Expenses | 99,532 | 97,059 | 79,820 | ||||||||
Adjusted EBITDA | 195,603 | 305,881 | 267,597 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | US Pay TV Providers [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 185,954 | 278,973 | 222,346 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | Consumer Electronics Manufacturers [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 35,644 | 51,219 | 46,145 | ||||||||
Operating Segments [Member] | Intellectual Property Licensing [Member] | New Media, International Pay TV Providers and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net: | 73,537 | 72,748 | 78,926 | ||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted Operating Expenses | 62,521 | 62,148 | 56,673 | ||||||||
Adjusted EBITDA | $ (62,521) | $ (62,148) | $ (56,673) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||||
U.S. federal and state net operating losses and credits | $ 414,994 | $ 440,787 | ||
Accrued liabilities | 21,906 | 22,771 | ||
Deferred revenue | 27,210 | 22,699 | ||
Equity-based compensation | 5,384 | 6,185 | ||
Capital and other losses | 14,477 | 14,300 | ||
Other | 9,773 | 10,541 | ||
Gross deferred tax assets | 493,744 | 517,283 | ||
Valuation allowance | (387,643) | (390,161) | $ (428,778) | $ (449,694) |
Net deferred tax assets | 106,101 | 127,122 | ||
Deferred tax liabilities: | ||||
Intangible assets | (148,207) | (175,731) | ||
Other | 1,309 | 0 | ||
Gross deferred tax liabilities | (149,516) | (175,731) | ||
Net deferred tax liabilities | $ 43,415 | $ 48,609 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Other long-term assets | $ 1,615 | $ 1,747 | |
Deferred tax liabilities, net | (45,030) | $ (50,704) | (50,356) |
Net deferred tax liabilities | $ (43,415) | $ (48,609) |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Carryforward Amount | $ 1,020,638 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Carryforward Amount | $ 1,131,717 |
Income Taxes - Tax Credits (Det
Income Taxes - Tax Credits (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Federal [Member] | Research and Development [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 63,350 |
State [Member] | Research and Development [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | 65,928 |
Foreign [Member] | Tax Credits [Member] | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 89,754 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Deferred Tax Asset, Valuation Allowance | |||
Balance at beginning of period | $ (390,161) | $ (428,778) | $ (449,694) |
Additions | (12,356) | (66,578) | (12,971) |
Assumed in acquisition | 0 | 0 | (52,243) |
Deductions resulting from business combination | 0 | 195 | 86,130 |
Deductions resulting from Tax Act of 2017 | 14,874 | 105,000 | 0 |
Balance at end of period | $ (387,643) | $ (390,161) | $ (428,778) |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 73,080 | $ 83,055 | $ 60,346 |
Assumed in acquisition | 0 | 365 | 21,441 |
Tax positions related to the current year | 0 | 6,263 | 1,032 |
Tax positions related to prior years | 81 | 2,091 | 3,651 |
Tax Act of 2017 | 14,938 | 0 | 0 |
Tax positions related to prior years | (1,724) | (2,232) | (1,047) |
Tax Act of 2017 | 0 | (15,282) | 0 |
Audit settlements | 0 | 0 | (161) |
Statute of limitations lapses | (893) | (1,242) | (2,072) |
Foreign currency | 62 | ||
Foreign currency | (2) | (135) | |
Balance at end of period | $ 85,480 | $ 73,080 | $ 83,055 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (350,017) | $ (55,846) | $ (32,843) |
Rest of the world | 11,006 | 7,611 | 8,407 |
Loss from continuing operations before income taxes | $ (339,011) | $ (48,235) | $ (24,436) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 3,000 | $ 0 | $ 0 |
State | 3,451 | 906 | 3,380 |
Foreign | 14,136 | 16,329 | 20,952 |
Total current income tax expense | 20,587 | 17,235 | 24,332 |
Deferred: | |||
Federal | (7,663) | (24,579) | (83,059) |
State | 60 | (1,947) | (2,875) |
Foreign | 1,068 | (988) | (83) |
Total deferred income tax benefit | (6,535) | (27,514) | (86,017) |
Income tax expense (benefit) | $ 14,052 | $ (10,279) | $ (61,685) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax | $ (71,192) | $ (16,882) | $ (8,553) |
State income tax, net of federal benefit | 765 | (397) | 434 |
Foreign income tax rate differential | (1,053) | (748) | (1,713) |
Foreign withholding tax | 14,533 | 13,849 | 20,571 |
Repatriation of foreign income, deemed and actual | 1,948 | 1,526 | 4,573 |
Change in unrecognized tax benefits | 339 | (704) | (1,203) |
Change in valuation allowance | 13,000 | 12,511 | (81,614) |
Equity-based compensation | 2,175 | (976) | 2,696 |
Tax settlements | 0 | 0 | 166 |
TiVo Acquisition-related items | 595 | 5,724 | 2,753 |
Entity rationalization | 0 | 2,369 | 0 |
Tax Act of 2017 | 2,936 | (26,551) | 0 |
Goodwill impairment | 50,006 | 0 | 0 |
Other, net | 0 | 0 | 205 |
Income tax expense (benefit) | $ 14,052 | $ (10,279) | $ (61,685) |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues, net | $ 168,459 | $ 164,709 | $ 172,860 | $ 189,837 | $ 214,236 | $ 197,898 | $ 208,558 | $ 205,764 | |||
Restructuring and asset impairment charges | 1,493 | 2,921 | 1,101 | 4,546 | 1,425 | 3,710 | 9,374 | 4,539 | $ 10,061 | $ 19,048 | $ 27,316 |
Goodwill impairment | 269,000 | 0 | 0 | 0 | 269,000 | 0 | 0 | ||||
Operating income (loss) from continuing operations | (273,484) | (7,681) | (8,763) | (9,040) | 2,944 | (1,552) | 8,743 | (5,345) | (298,968) | 4,790 | 21,441 |
Loss from continuing operations, net of tax | (288,189) | (22,992) | (22,868) | (19,014) | (353,063) | (37,956) | 37,249 | ||||
Income (loss) from discontinued operations, net of tax | (23) | 143 | 2,298 | 1,297 | 3,715 | 0 | (4,588) | ||||
Net (loss) income | $ (288,212) | $ (22,849) | $ (20,570) | $ (17,717) | $ 18,439 | $ (16,963) | $ (4,771) | $ (34,661) | $ (349,348) | $ (37,956) | $ 32,661 |
Continuing operations (in dollars per share) | $ (2.33) | $ (0.19) | $ (0.19) | $ (0.16) | $ (2.87) | $ (0.32) | $ 0.40 | ||||
Discontinued operations (in dollars per share) | 0 | 0 | 0.02 | 0.01 | 0.03 | 0 | (0.05) | ||||
Basic loss per share (in dollars per share) | $ (2.33) | $ (0.19) | $ (0.17) | $ (0.15) | $ 0.15 | $ (0.14) | $ (0.04) | $ (0.29) | $ (2.84) | $ (0.32) | $ 0.35 |
Weighted average shares used in computing basic per share amounts (in shares) | 123,802 | 123,459 | 122,713 | 122,080 | 121,427 | 120,935 | 120,209 | 118,813 | 123,020 | 120,355 | 93,064 |
Continuing operations (in dollars per share) | $ (2.33) | $ (0.19) | $ (0.19) | $ (0.16) | $ (2.87) | $ (0.32) | $ 0.40 | ||||
Discontinued operations (in dollars per share) | 0 | 0 | 0.02 | 0.01 | 0.03 | 0 | (0.05) | ||||
Diluted loss per share (in dollars per share) | $ (2.33) | $ (0.19) | $ (0.17) | $ (0.15) | $ 0.15 | $ (0.14) | $ (0.04) | $ (0.29) | $ (2.84) | $ (0.32) | $ 0.35 |
Weighted average shares used in computing diluted per share amounts (in shares) | 123,802 | 123,459 | 122,713 | 122,080 | 122,362 | 120,935 | 120,209 | 118,813 | 123,020 | 120,355 | 94,262 |
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0.72 | $ 0 |