Document and Entity Information
Document and Entity Information - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TiVo Corporation | |
Entity Central Index Key | 0001675820 | |
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 | 124,949 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 113,182 | $ 161,955 |
Short-term marketable securities | 158,739 | 158,956 |
Accounts receivable, net | 156,470 | 152,866 |
Inventory | 6,146 | 7,449 |
Prepaid expenses and other current assets | 33,130 | 30,806 |
Total current assets | 467,667 | 512,032 |
Long-term marketable securities | 55,058 | 73,207 |
Property and equipment, net | 51,301 | 53,586 |
Intangible assets, net | 489,715 | 513,770 |
Goodwill | 1,544,306 | 1,544,343 |
Right-of-use assets | 65,419 | 0 |
Other long-term assets | 63,152 | 63,365 |
Total assets | 2,736,618 | 2,760,303 |
Current liabilities: | ||
Accounts payable and accrued expenses | 104,206 | 104,981 |
Unearned revenue | 49,899 | 46,072 |
Current portion of long-term debt | 330,481 | 373,361 |
Total current liabilities | 484,586 | 524,414 |
Unearned revenue, less current portion | 52,906 | 54,495 |
Long-term debt, less current portion | 619,396 | 618,776 |
Deferred tax liabilities, net | 44,498 | 45,030 |
Long-term lease liabilities | 66,927 | 0 |
Other long-term liabilities | 10,275 | 24,647 |
Total liabilities | 1,278,588 | 1,267,362 |
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; 126,841 shares issued and 124,895 shares outstanding as of March 31, 2019; and 125,781 shares issued and 123,975 shares outstanding as of December 31, 2018 | 127 | 126 |
Treasury stock, 1,946 shares and 1,806 shares as of March 31, 2019 and December 31, 2018, respectively, at cost | (33,521) | (32,124) |
Additional paid-in capital | 3,232,310 | 3,239,395 |
Accumulated other comprehensive loss | (3,655) | (3,869) |
Accumulated deficit | (1,737,231) | (1,710,587) |
Total stockholders’ equity | 1,458,030 | 1,492,941 |
Total liabilities and stockholders’ equity | $ 2,736,618 | $ 2,760,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues, net: | ||
Revenues, net: | $ 158,235 | $ 189,837 |
Costs and expenses: | ||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 39,433 | 43,215 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 4,093 | 5,051 |
Research and development | 41,381 | 48,430 |
Selling, general and administrative | 45,993 | 51,082 |
Depreciation | 5,364 | 5,141 |
Amortization of intangible assets | 28,178 | 41,412 |
Restructuring and asset impairment charges | 1,813 | 4,546 |
Total costs and expenses | 166,255 | 198,877 |
Operating loss | (8,020) | (9,040) |
Interest expense | (12,161) | (11,634) |
Interest income and other, net | 1,775 | 1,566 |
(Loss) gain on interest rate swaps | (1,721) | 4,311 |
Loss on debt extinguishment | (199) | 0 |
Loss from continuing operations before income taxes | (20,326) | (14,797) |
Income tax expense | 6,318 | 4,217 |
Loss from continuing operations, net of tax | (26,644) | (19,014) |
Income from discontinued operations, net of tax | 0 | 1,297 |
Net loss | $ (26,644) | $ (17,717) |
Basic loss per share: | ||
Continuing operations (in dollars per share) | $ (0.21) | $ (0.16) |
Discontinued operations (in dollars per share) | 0 | 0.01 |
Basic loss per share (in dollars per share) | $ (0.21) | $ (0.15) |
Weighted average shares used in computing basic per share amounts (in shares) | 124,422 | 122,080 |
Diluted loss per share: | ||
Continuing operations (in dollars per share) | $ (0.21) | $ (0.16) |
Discontinued operations (in dollars per share) | 0 | 0.01 |
Diluted loss per share (in dollars per share) | $ (0.21) | $ (0.15) |
Weighted average shares used in computing diluted per share amounts (in shares) | 124,422 | 122,080 |
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 |
Licensing, Services and Software [Member] | ||
Revenues, net: | ||
Revenues, net: | $ 156,161 | $ 186,158 |
Hardware [Member] | ||
Revenues, net: | ||
Revenues, net: | $ 2,074 | $ 3,679 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 126,841,000 | 124,895,000 |
Common Stock, shares outstanding | 125,781,000 | 123,089,000 |
Treasury Stock, shares | (1,946,000) | (1,806,000) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (26,644) | $ (17,717) |
Other comprehensive income, net of tax: | ||
Change in foreign currency translation adjustment | (287) | 1,109 |
Change in unrealized gains (losses) on marketable securities | 501 | (333) |
Less: Reclassification adjustment on sale | 0 | 216 |
Other comprehensive income, net of tax | 214 | 992 |
Comprehensive loss | $ (26,430) | $ (16,725) |
Condensed Consolidated Statem_2
Condensed 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] |
Increase (Decrease) in Stockholders' Equity | ||||||
Cumulative effect adjustment | $ 31,412 | $ 31,412 | ||||
Balance (common shares) at Dec. 31, 2017 | 123,385 | |||||
Balance (treasury shares) at Dec. 31, 2017 | (1,269) | |||||
Balance at Dec. 31, 2017 | 1,853,016 | $ 123 | $ (24,740) | $ 3,273,022 | $ (2,738) | (1,392,651) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (17,717) | (17,717) | ||||
Other comprehensive income (loss), net of tax | 992 | 992 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 639 | |||||
Issuance of common stock under employee stock purchase plan | 7,575 | $ 1 | 7,574 | |||
Issuance of restricted stock, net (in shares) | 365 | |||||
Issuance of restricted stock, net | 0 | 0 | ||||
Equity-based compensation | 13,634 | 13,634 | ||||
Dividends | (22,111) | (22,111) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (196) | |||||
Withholding taxes related to net share settlement of restricted stock units | (2,894) | $ (2,894) | ||||
Balance at Mar. 31, 2018 | $ 1,863,907 | $ 124 | $ (27,634) | 3,272,119 | (1,746) | (1,378,956) |
Balance (treasury shares) at Mar. 31, 2018 | (1,465) | |||||
Balance (common shares) at Mar. 31, 2018 | 124,389 | |||||
Balance (common shares) at Dec. 31, 2018 | 124,895 | 125,781 | ||||
Balance (treasury shares) at Dec. 31, 2018 | (1,806) | (1,806) | ||||
Balance at Dec. 31, 2018 | $ 1,492,941 | $ 126 | $ (32,124) | 3,239,395 | (3,869) | (1,710,587) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (26,644) | (26,644) | ||||
Other comprehensive income (loss), net of tax | 214 | 214 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 735 | |||||
Issuance of common stock under employee stock purchase plan | 6,952 | $ 1 | 6,951 | |||
Issuance of restricted stock, net (in shares) | 325 | |||||
Issuance of restricted stock, net | 0 | 0 | ||||
Equity-based compensation | 8,433 | 8,433 | ||||
Dividends | (22,469) | (22,469) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (140) | |||||
Withholding taxes related to net share settlement of restricted stock units | (1,397) | $ (1,397) | ||||
Balance at Mar. 31, 2019 | $ 1,458,030 | $ 127 | $ (33,521) | $ 3,232,310 | $ (3,655) | $ (1,737,231) |
Balance (treasury shares) at Mar. 31, 2019 | (1,946) | (1,946) | ||||
Balance (common shares) at Mar. 31, 2019 | 126,841 | 126,841 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net loss | $ (26,644) | $ (17,717) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Income from discontinued operations, net of tax | 0 | (1,297) |
Depreciation | 5,364 | 5,141 |
Amortization of intangible assets | 28,178 | 41,412 |
Amortization of convertible note discount and note issuance costs | 4,007 | 3,813 |
Restructuring and asset impairment charges | 1,813 | 4,546 |
Equity-based compensation | 8,379 | 12,024 |
Change in fair value of interest rate swaps | 4,646 | (5,708) |
Loss on debt extinguishment | 199 | 0 |
Deferred income taxes | (672) | (119) |
Other operating, net | 28 | 1,899 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,672) | 16,027 |
Inventory | 1,303 | (1,583) |
Prepaid expenses and other current assets and other long-term assets | (3,860) | 5,199 |
Right-of-use assets, net of lease liabilities | 4,482 | 0 |
Accounts payable and accrued expenses and other long-term liabilities | (22,842) | (24,306) |
Taxes payable | 1,378 | (2,951) |
Unearned revenue | 2,238 | (652) |
Net cash provided by operating activities | 4,325 | 35,728 |
Investing activities: | ||
Payments for purchase of short- and long-term marketable securities | (29,849) | (36,091) |
Proceeds from sales or maturities of short- and long-term marketable securities | 49,000 | 38,168 |
Payments for purchase of property and equipment | (4,305) | (7,917) |
Payments for acquisition of patents | (4,250) | 0 |
Other investing, net | 3 | 11 |
Net cash provided by (used in) investing activities | 10,599 | (5,829) |
Financing activities: | ||
Principal payments on long-term debt | (46,588) | (1,750) |
Payments for dividends | (22,544) | (22,161) |
Payments for withholding taxes related to net settlement of restricted awards | (1,397) | (2,894) |
Proceeds from employee stock purchase plan | 6,952 | 7,574 |
Net cash used in financing activities | (63,577) | (19,231) |
Effect of exchange rate changes on cash and cash equivalents | (120) | 661 |
Net (decrease) increase in cash and cash equivalents | (48,773) | 11,329 |
Cash and cash equivalents at beginning of period | 161,955 | 128,965 |
Cash and cash equivalents at end of period | $ 113,182 | $ 140,294 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Equity and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ended December 31, 2019 , for any future year, or for any other future interim period. The accompanying Condensed Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures 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. Right-of-Use Assets and Lease Liabilities At inception of an agreement, the agreement is reviewed to determine if it is or contains a lease. If an agreement is or contains a lease, the Company recognizes a Right-of-use asset, representing the right to use an underlying asset for the lease term, and a Lease liability, representing the obligation to make lease payments arising from a lease. Right-of-use assets and Lease liabilities are measured based on the present value of the lease payments over the lease term. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The present value of future lease payments is calculated utilizing the discount rate implicit in the lease. If the discount rate implicit in the lease is not readily determinable, the present value of future lease payments is calculated utilizing the Company’s incremental borrowing rate. Right-of-use assets and Lease liabilities are subject to adjustment in the event of modifications to lease terms, changes in the probability that an option to extend or terminate a lease would be exercised and other factors. In addition, Right-of-use assets are periodically reviewed for impairment. Certain of the Company’s lease agreements require variable payments, such as inflation-indexed measures. When a lease requires an indexed payment, Right-of-use assets and Lease liabilities are measured based on the variable rate in effect at the measurement date. All other variable fees, such as increases in lessor operating costs and usage-based fees, are excluded from the calculation of the Right-of-use assets and Lease liabilities and are expensed as incurred. The Company has lease agreements that contain both lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) and non-lease components (e.g., common-area maintenance costs). The Company applies a practical expedient to combine lease components and non-lease components into a single lease component for recognition and measurement purposes. Lease expense includes amortization of the Right-of-use assets and accretion of the Lease liabilities. Amortization of the Right-of-use assets is calculated as the periodic lease cost less accretion of the lease liability. The amortization period for Right-of-use assets is limited to the expected lease term. For operating leases, lease expense is recognized in the Condensed Consolidated Statements of Operations as an operating expense over the lease term on a straight-line basis. For financing leases, amortization of the Right-of-use asset is recognized as an operating expense in the Condensed Consolidated Statements of Operations over the lease term separately from accretion of the Lease liability. The Company applies a practical expedient to not measure or recognize Right-of-use assets or Lease liabilities for leases with a lease term of 12 months or less and lease expense for these leases is recognized as incurred. Recent Accounting Pronouncements Standards Recently Adopted In February 2016, the Financial Accounting Standards Board ("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. The Company adopted the provisions of the new lease accounting standard on January 1, 2019 using the modified retrospective transition approach and certain practical expedients as described in Note 10 . On adoption, the Company recognized the present value of its existing minimum lease payments as a $66.7 million Right-of-use asset and an $81.9 million Lease liability. The difference between the Right-of-use asset and the Lease liability on adoption primarily arises from previously recorded deferred rent, which was effectively reclassified to the Right-of-use asset on adoption. As a result, there was no impact on Accumulated deficit . Results for periods beginning after December 31, 2018 are presented in accordance with the new lease accounting standard, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous lease accounting policies. 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 was effective for the Company beginning on January 1, 2019 on a modified retrospective basis. The application of the shortened amortization period did not have a material effect on the Company's Condensed Consolidated Financial Statements . In February 2018, the FASB issued guidance on the reclassification of certain income tax effects from accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the " Tax Act of 2017 "). Application of the reclassification guidance was effective for the Company beginning on January 1, 2019. On adoption, the Company made an accounting policy election to use the specific identification method to release income tax effects from Accumulated other comprehensive loss . The Company also made an accounting policy election not to reclassify the stranded tax effects of the Tax Act of 2017 from Accumulated other comprehensive loss to Accumulated deficit . The application of the reclassification guidance did not have a material effect on the Company's Condensed Consolidated Financial Statements . 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 Condensed Consolidated Financial Statements . In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect 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 Condensed Consolidated Financial Statements |
Discontinued Operation
Discontinued Operation | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the three months ended March 31, 2018 , the Company recognized Income from discontinued operations, net of tax , of $1.3 million |
Financial Statement Details
Financial Statement Details | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Inventory Components of Inventory were as follows (in thousands): March 31, 2019 December 31, 2018 Raw materials $ 797 $ 864 Finished goods 5,349 6,585 Inventory $ 6,146 $ 7,449 Property and equipment, net Components of Property and equipment, net were as follows (in thousands): March 31, 2019 December 31, 2018 Computer software and equipment $ 152,353 $ 148,935 Leasehold improvements 46,977 47,431 Furniture and fixtures 9,513 9,494 Property and equipment, gross 208,843 205,860 Less: Accumulated depreciation and amortization (157,542 ) (152,274 ) Property and equipment, net $ 51,301 $ 53,586 Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): March 31, 2019 December 31, 2018 Accounts payable $ 8,904 $ 2,180 Accrued compensation and benefits 25,420 46,466 Other accrued liabilities 69,882 56,335 Accounts payable and accrued expenses $ 104,206 $ 104,981 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues 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. Customers representing 10% or more of Total Revenues, net were as follows: Three Months Ended March 31, 2019 2018 Virgin Media (a) 16 % AT&T Inc. ("AT&T") 11 % 10 % (a) Customer below 10% of Total Revenues, net for the period. Substantially all revenue from AT&T is reported in the Intellectual Property Licensing segment. Substantially all revenue from Virgin Media is reported in the Product segment. By segment, the pattern of revenue recognition was as follows (in thousands): Three Months Ended March 31, 2019 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 20,994 $ 28,127 $ 49,121 Goods and services transferred over time 70,309 36,701 107,010 Out-of-license settlements — 2,104 2,104 Total Revenues, net $ 91,303 $ 66,932 $ 158,235 Three Months Ended March 31, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 36,802 $ 28,119 $ 64,921 Goods and services transferred over time 80,050 42,850 122,900 Out-of-license settlements — 2,016 2,016 Total Revenues, net $ 116,852 $ 72,985 $ 189,837 Revenue by geographic area was as follows (in thousands): Three Months Ended March 31, 2019 2018 United States $ 107,838 $ 118,935 United Kingdom 6,196 33,512 Rest of the world 44,201 37,390 Total Revenues, net $ 158,235 $ 189,837 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 three months ended March 31, 2019 . Other than the U.S. and United Kingdom, no country accounted for more than 10% of Total Revenues, net for the three months ended March 31, 2018 . Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): March 31, 2019 December 31, 2018 Accounts receivable, gross $ 158,956 $ 155,708 Less: Allowance for doubtful accounts (2,486 ) (2,842 ) Accounts receivable, net $ 156,470 $ 152,866 Customers representing 10% or more of Accounts receivable, net were as follows: March 31, 2019 December 31, 2018 AT&T 11 % 18 % Dish Network 10 % (a) (a) Customer below 10% of Accounts receivable, net for the period. Contract Balances Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): March 31, 2019 December 31, 2018 Accounts receivable, net $ 45,069 $ 35,115 Prepaid expenses and other current assets 1,958 1,654 Other long-term assets 10,124 8,532 Total contract assets, net $ 57,151 $ 45,301 No impairment losses were recognized with respect to contract assets for the three months ended March 31, 2019 and 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 three months ended March 31, 2019 , the Company recognized $14.0 million of revenue that had been included in Unearned revenue as of December 31, 2018 . As of March 31, 2019 , approximately $765.2 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: 23% in the remainder of 2019, 22% in 2020, 15% in 2021, 11% in 2022, 10% in 2023, and 19% |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 Amortized Cost Unrealized Unrealized Fair Value Cash $ 40,349 $ — $ — $ 40,349 Cash equivalents - Money market funds 72,833 — — 72,833 Cash and cash equivalents $ 113,182 $ — $ — $ 113,182 Corporate debt securities $ 110,015 $ 46 $ (102 ) $ 109,959 U.S. Treasuries / Agencies 103,760 150 (72 ) 103,838 Marketable securities $ 213,775 $ 196 $ (174 ) $ 213,797 Cash, cash equivalents and marketable securities $ 326,979 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 As of March 31, 2019 , 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 $ 158,837 $ 158,739 Due in 1-2 years 54,938 55,058 Total $ 213,775 $ 213,797 As of March 31, 2019 and December 31, 2018 , Other long-term assets include equity securities accounted for under the equity method with a carrying amount of $2.6 million and $2.2 million , respectively, and equity securities without a readily determinable fair value with a carrying amount of $1.5 million and $1.5 million , respectively. No impairments or adjustments to the carrying amount of the Company's equity securities without a readily determinable fair value were recognized in the three months ended March 31, 2019 and 2018 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 and 2018 , there were no transfers between levels of the fair value hierarchy. Recurring Fair Value Measurements Assets and liabilities reported at fair value on a recurring basis in the Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): March 31, 2019 December 31, 2018 Total Quoted Prices in Significant Other Total Quoted Prices in Significant Other Assets Cash and cash equivalents Money market funds $ 72,833 $ 72,833 $ — $ 121,830 $ 121,830 $ — Short-term marketable securities Corporate debt securities 94,979 — 94,979 90,753 — 90,753 U.S. Treasuries / Agencies 63,761 — 63,761 68,203 — 68,203 Prepaid expenses and other current assets Interest rate swaps — — — 173 — 173 Long-term marketable securities Corporate debt securities 14,980 — 14,980 23,007 — 23,007 U.S. Treasuries / Agencies 40,077 — 40,077 50,200 — 50,200 Total Assets $ 286,630 $ 72,833 $ 213,797 $ 354,166 $ 121,830 $ 232,336 Liabilities Other long-term liabilities Interest rate swaps $ (4,465 ) $ — $ (4,465 ) $ (3,012 ) $ — $ (3,012 ) Total Liabilities $ (4,465 ) $ — $ (4,465 ) $ (3,012 ) $ — $ (3,012 ) Rollforward of Level 3 Fair Value Measurements Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Three Months Ended March 31, 2018 Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) Sales (10,715 ) — Loss included in earnings (85 ) (970 ) Unrealized loss reclassified on sale 216 — Balance at end of period $ — $ (3,204 ) For the three months ended March 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 $0.9 million loss and in Interest expense related to accretion of the liability to future value of $0.1 million . During the year ended December 31, 2018 , the Cubiware contingent consideration was reclassified to a contingent liability that is not measured at fair value. Valuation Techniques The fair value of marketable 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 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): March 31, 2019 December 31, 2018 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 330,481 $ 326,456 $ 326,640 $ 316,538 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 619,348 607,142 665,449 633,404 Total Long-term debt $ 949,877 $ 933,646 $ 992,137 $ 949,990 (a) If reported at fair value in the Condensed Consolidated Balance Sheets |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 Foreign currency translation (37 ) — (37 ) March 31, 2019 $ 252,974 $ 1,291,332 $ 1,544,306 Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): March 31, 2019 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,055,755 $ (787,790 ) $ 267,965 Existing contracts and customer relationships 402,633 (200,807 ) 201,826 Content databases and other 57,257 (51,333 ) 5,924 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,523,945 (1,048,230 ) 475,715 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,537,945 $ (1,048,230 ) $ 489,715 December 31, 2018 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,051,635 $ (765,221 ) $ 286,414 Existing contracts and customer relationships 402,756 (195,752 ) 207,004 Content databases and other 57,235 (50,883 ) 6,352 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,519,926 (1,020,156 ) 499,770 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,533,926 $ (1,020,156 ) $ 513,770 Patent Acquisitions During the three months ended March 31, 2019 , the Company acquired a portfolio of patents for $4.3 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 ten years . Estimated Amortization of Finite-Lived Intangible Assets As of March 31, 2019 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2019 $ 83,917 2020 111,378 2021 68,609 2022 40,899 2023 23,740 Thereafter 147,172 Total $ 475,715 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Restructuring and Asset Impairment Charges Components of Restructuring and asset impairment charges were as follows (in thousands): Three Months Ended March 31, 2019 2018 Facility-related costs $ — $ 102 Severance costs 1,813 2,192 Share-based payments — 2,252 Restructuring and asset impairment charges $ 1,813 $ 4,546 Components of accrued restructuring costs were as follows (in thousands): March 31, 2019 December 31, 2018 Facility-related costs $ — $ 264 Severance costs 3,336 3,996 Accrued restructuring costs $ 3,336 $ 4,260 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 for the three months ended March 31, 2019 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Severance costs $ 3,857 $ 1,813 $ (2,471 ) $ — $ (2 ) $ 3,197 Total $ 3,857 $ 1,813 $ (2,471 ) $ — $ (2 ) $ 3,197 As a result of actions associated with the Profit Improvement Plan , Restructuring charges of $4.3 million , primarily for severance-related benefits, were recognized in the three months ended March 31, 2018 . 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. During the three months ended March 31, 2018 , the Company recognized $0.1 million of Facility-related costs and $0.1 million of Severance costs under the TiVo Integration Restructuring Plan . The TiVo Integration Restructuring Plan was completed as of December 31, 2018 . As of March 31, 2019 , the Condensed Consolidated Balance Sheets includes no accrued restructuring costs for the TiVo Integration Restructuring Plan . As of December 31, 2018 , the Condensed Consolidated Balance Sheets included $0.1 million of accrued restructuring costs for the TiVo Integration Restructuring Plan . Legacy Rovi and TiVo Solutions Restructuring Plans Prior to the TiVo Acquisition , Rovi and TiVo Solutions had each initiated restructuring plans. The Legacy Rovi Restructuring Plan and the Legacy TiVo Solutions Restructuring Plan were completed as of December 31, 2018 . As of March 31, 2019 and December 31, 2018 , accrued restructuring costs of $0.1 million and $0.3 million , respectively, are included in the Condensed Consolidated Balance Sheets related to the Legacy Rovi |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 December 31, 2018 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 $ 330,481 $ 345,000 $ 326,640 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 621,912 619,348 668,500 665,449 Total Long-term debt $ 966,960 949,877 $ 1,013,548 992,137 Less: Current portion of long-term debt 330,481 373,361 Long-term debt, less current portion $ 619,396 $ 618,776 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 March 31, 2019 , the 2020 Convertible Notes are convertible at a conversion rate of 38.8730 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $25.7248 per share of TiVo Corporation common stock. Holders may convert the 2020 Convertible Notes , prior to the close of business on the business day immediately preceding December 1, 2019 , in multiples of $1,000 of principal under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of TiVo Corporation 's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 of principal of 2020 Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of TiVo Corporation ’s common stock and the conversion rate on each such trading day; or • on the occurrence of specified corporate events. On or after December 1, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal, at any time. In addition, during the 35 -day trading period following a Merger Event, as defined in the 2015 Indenture , holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal. On conversion, a holder will receive the conversion value of the 2020 Convertible Notes converted based on the conversion rate multiplied by the volume-weighted average price of TiVo Corporation ’s common stock over a specified observation period. On conversion, Rovi will pay cash up to the aggregate principal of the 2020 Convertible Notes converted and deliver shares of TiVo Corporation ’s common stock in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal of the 2020 Convertible Notes being converted. The conversion rate is subject to adjustment in certain events, including certain events that constitute a "Make-Whole Fundamental Change" (as defined in the 2015 Indenture ). In addition, if Rovi undergoes a "Fundamental Change" (as defined in the 2015 Indenture ) prior to March 1, 2020, holders may require Rovi to repurchase for cash all or a portion of the 2020 Convertible Notes at a repurchase price equal to 100% of the principal of the repurchased 2020 Convertible Notes , plus accrued and unpaid interest. The conversion rate is also subject to customary anti-dilution adjustments. The 2020 Convertible Notes are not redeemable prior to maturity by Rovi and no sinking fund is provided. The 2020 Convertible Notes are unsecured and do not contain financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the repurchase of other securities by Rovi . The 2015 Indenture includes customary terms and covenants, including certain events of default after which the 2020 Convertible Notes may be due and payable immediately. TiVo Corporation has separately accounted for the liability and equity components of the 2020 Convertible Notes . The initial carrying amount of the liability component was calculated by estimating the value of the 2020 Convertible Notes using TiVo Corporation ’s estimated non-convertible borrowing rate of 4.75% at the time the instrument was issued. The carrying amount of the equity component, representing the value of the conversion option, was determined by deducting the liability component from the principal of the 2020 Convertible Notes . The difference between the principal of the 2020 Convertible Notes and the liability component is considered a debt discount which is being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . The equity component of the 2020 Convertible Notes was recorded as a component of Additional paid-in capital in the Condensed Consolidated Balance Sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. Transaction costs of $7.6 million attributable to the liability component were recorded in Long-term debt, less current portion in the Condensed Consolidated Balance Sheets and are being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . Related to the 2020 Convertible Notes , the Condensed Consolidated Balance Sheets included the following (in thousands): March 31, 2019 December 31, 2018 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (12,844 ) (16,253 ) Less: Unamortized debt issuance costs (1,675 ) (2,107 ) Carrying amount $ 330,481 $ 326,640 Equity component $ 63,854 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2019 2018 Stated interest $ 431 $ 431 Amortization of debt discount 3,409 3,254 Amortization of debt issuance costs 432 392 Total interest expense $ 4,272 $ 4,077 Purchased Call Options and Sold Warrants related to the 2020 Convertible Notes Concurrent with the issuance of the 2020 Convertible Notes in 2015, Rovi purchased 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 March 31, 2019 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 13.4 million shares of TiVo Corporation 's common stock at an exercise price of $25.7248 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 sold 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 March 31, 2019 , 12.8 million warrants were outstanding with an exercise price of $35.7289 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. 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. 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 March 31, 2019 , the 2021 Convertible Notes are convertible at a conversion rate of 24.2739 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 $34.8399 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, Term Loan Facility B was amortizing in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on the final maturity date of Term Loan Facility B . 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 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 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 . In February 2019, the Company made an Excess Cash Flow payment of $46.6 million , which eliminated the remaining quarterly principal payments. The outstanding principal balance of Term Loan Facility B is due in July 2021. The Company accounted for the Excess Cash Flow payment in February 2019 as a partial debt extinguishment. During the three months ended March 31, 2019 the Company recognized a Loss on debt extinguishment of $0.2 million related to writing off the unamortized debt discount and issuance costs related to the Excess Cash Flow payment. Expected Principal Payments As of March 31, 2019 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2019 (a) $ 345,000 2020 — 2021 621,960 Total $ 966,960 (a) While the 2020 Convertible Notes is scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. Interest Rate Swaps The Company issues long-term debt denominated in U.S. dollars based on market conditions at the time of financing and may enter into interest rate swaps to achieve a primarily fixed interest rate. Alternatively, the Company may choose not to enter into an interest rate swap or may terminate a previously executed interest rate swap if it believes a larger proportion of floating-rate debt would be beneficial. The Company has not designated any of its interest rate swaps as hedges for accounting purposes. The Company records interest rate swaps in the Condensed Consolidated Balance Sheets at fair value with changes in fair value recorded as (Loss) gain on interest rate swaps in the Condensed Consolidated Statements of Operations . Amounts are presented in the Condensed Consolidated Balance Sheets after considering the right of offset based on its master netting agreements. During the three months ended March 31, 2019 and 2018 , the Company recorded a loss of $1.7 million and gains of $4.3 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of March 31, 2019 and December 31, 2018 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity March 31, 2019 December 31, 2018 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility June 2013 January 2016 March 2019 $ — $ 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 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Adoption of New Lease Accounting Standard The Company adopted the provisions of the new lease accounting standard described in Note 1 using the modified retrospective transition approach on January 1, 2019. As such, the new lease accounting standard was applied to contracts in effect as of December 31, 2018. Results for periods beginning after December 31, 2018 are presented in accordance with the new lease accounting standard, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous lease accounting policies. On adoption, the Company recognized a $66.7 million Right-of-use asset and an $81.9 million Lease liability. Practical Expedients and Exemptions On adoption, the Company elected to apply the package of practical expedients permitted under the transition guidance within the new lease accounting standard, which among other things, allowed the Company to carryforward the historical lease classification. In addition, the Company elected to apply a practical expedient to combine the lease components and non-lease components into a single lease component. The Company also elected to apply a practical expedient to not measure or recognize right-of-use assets or lease liabilities for leases with a lease term of 12 months or less. Lease Details The Company has operating leases for corporate offices, data centers and certain equipment. As of March 31, 2019 , leases have remaining terms of 1 year to 8 years . Certain leases include options to extend the lease term for up to 10 years and certain leases include options to terminate the leases up to 6 years after the effective date of the lease. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases do not include any residual value guarantees or restrictions or covenants imposed by the leases. The components of operating lease cost were as follows (in thousands): Classification Three Months Ended March 31, 2019 Fixed lease cost $ 4,493 Variable lease cost 1,381 Short-term lease cost 193 Less: Sublease income (2,235 ) Total operating lease cost $ 3,832 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2019 Operating cash flows: Cash paid for amounts included in the measurement of operating Lease liabilities $ 4,895 Non-cash activity: Right-of-use assets obtained in exchange for operating Lease liabilities, net $ 1,902 Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate): March 31, 2019 Right-of-use assets $ 65,419 Lease liabilities - current $ 13,266 Lease liabilities - non current 66,927 Total Lease liabilities $ 80,193 Weighted average remaining lease term 6 years Weighted average discount rate 6.51 % Expected Lease Payments As of March 31, 2019 , aggregate expected lease payments were as follows (in thousands): Operating Lease Liabilities Sublease Income Net Operating Lease Payments Remainder of 2019 $ 13,324 $ (4,476 ) $ 8,848 2020 17,727 (6,711 ) 11,016 2021 16,585 (6,243 ) 10,342 2022 13,126 (6,079 ) 7,047 2023 11,110 (6,081 ) 5,029 Thereafter 26,649 (13,470 ) 13,179 Total lease payments 98,521 (43,060 ) 55,461 Less: imputed interest (18,328 ) — (18,328 ) Total $ 80,193 $ (43,060 ) $ 37,133 Leases Not Yet In Effect In February 2019, the Company entered into an operating lease with a 10 year lease term that begins after March 31, 2019 for the lease of a corporate office, for which the Company expects to record a Right-of-use asset of approximately $4.5 million and a Lease liability of approximately $6.0 million at lease commencement. Simultaneous with the commencement of this lease, another of the Company’s leases is anticipated to be terminated and the Company expects to de-recognize a Right-of-use asset of approximately $0.8 million and a Lease liability of approximately $0.9 million |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Contingencies 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 multiple system operator and digital broadcast satellite providers, have larger limits or do not specify a limit on amounts that may be payable under the indemnity arrangements. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company's potential indemnity liability, the Condensed Consolidated Financial Statements could be materially adversely affected in a particular period by one or more of these indemnities. Under certain circumstances, TiVo Solutions may seek to recover some or all amounts paid to an indemnified party from its insurers. TiVo Solutions does not have any assets held either as collateral or by third parties that, on the occurrence of an event requiring it to indemnify a customer, 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. The Company believes it has recorded adequate provisions for any such lawsuits, claims and proceedings and, as of March 31, 2019 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Condensed Consolidated Financial Statements . Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on its Condensed Consolidated Financial Statements . Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Condensed Consolidated Financial Statements |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Earnings (Loss) Per Share Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period, except for periods of a loss from continuing operations. In periods of a loss from continuing operations, no common share equivalents are included in Diluted EPS because their effect would be anti-dilutive. The number of shares used to calculate Basic and Diluted EPS were as follows (in thousands): Three Months Ended March 31, 2019 2018 Weighted average shares used in computing basic per share amounts 124,422 122,080 Dilutive effect of equity-based compensation awards — — Weighted average shares used in computing diluted per share amounts 124,422 122,080 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended March 31, 2019 2018 Restricted awards 5,085 4,430 Stock options 1,290 2,311 2020 Convertible Notes (a) 13,411 12,584 2021 Convertible Notes (a) 1 1 Warrants related to 2020 Convertible Notes (a) 12,821 12,325 Weighted average potential shares excluded from the calculation of Diluted EPS 32,608 31,651 (a) See Note 9 for additional details. For the three months ended March 31, 2019 and 2018 , 0.3 million and 1.0 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 $25.7248 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 $9.32 per share on March 31, 2019 , 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 $25.7248 per share. However, on conversion, no economic dilution is expected from the 2020 Convertible Notes as the exercise of call options purchased by the Company with respect to its common stock described in Note 9 is expected to eliminate any potential dilution from the 2020 Convertible Notes that would have otherwise occurred. The call options are always excluded from the calculation of Diluted EPS as they are anti-dilutive under the treasury stock method. The warrants sold by the Company with respect to its common stock in connection with the 2020 Convertible Notes described in Note 9 have an effect on Diluted EPS when the Company’s share price exceeds the warrant’s strike price of $35.7289 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 three months ended March 31, 2019 and 2018 , no shares were repurchased under the share repurchase program. As of March 31, 2019 , the Company had $150.0 million of share repurchase authorization remaining. The Company issues restricted stock and restricted stock units (collectively, "restricted awards") as part of the equity-based compensation plans described in Note 13 . For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Condensed Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company's authorized share repurchase plan. During the three months ended March 31, 2019 and 2018 , the Company withheld 0.1 million and 0.2 million shares of common stock to satisfy $1.4 million and $2.9 million of required withholding taxes, respectively. Dividends For the three months ended March 31, 2019 and 2018 , the Company declared and paid dividends of $0.18 and $0.18 per share, respectively, for aggregate cash payments of $22.5 million and $22.2 million , respectively. Section 382 Transfer Restrictions On September 7, 2016 , upon the effective time of the TiVo Acquisition |
Equity-based Compensation
Equity-based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 , 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 . 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 March 31, 2019 , 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 March 31, 2019 , the Company had 3.9 million shares of common stock reserved and 3.9 million shares available for issuance under the ESPP. Valuation Techniques and Assumptions The Company's restricted awards are generally not eligible for dividend protection. 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 a 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. The Company uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of 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 of U.S. Treasury zero-coupon bonds with remaining terms similar to the expected term at the grant date. The Company assumes a constant dividend yield commensurate with the dividend yield on the grant date. Weighted-average assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Three Months Ended March 31, 2019 2018 ESPP shares: Expected volatility 52.3 % 42.5 % Expected term 1.3 years 1.3 years Risk-free interest rate 2.5 % 1.9 % Expected dividend yield 6.6 % 5.2 % 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: Three Months Ended March 31, 2019 2018 Weighted average grant date fair value Restricted awards $ 8.58 $ 12.80 ESPP shares $ 3.42 $ 4.83 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 8,379 $ 12,024 Pre-tax equity-based compensation, included in restructuring expense $ — $ 2,252 As of March 31, 2019 , there was $56.8 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 three months ended March 31, 2019 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,350 $ 14.26 Granted 504 $ 8.58 Vested (384 ) $ 20.49 Forfeited (336 ) $ 15.52 Outstanding as of end of period 5,134 $ 13.16 As of March 31, 2019 , 5.0 million restricted stock units were unvested, which includes 0.3 million performance-based restricted stock units. As of March 31, 2019 , 0.1 million shares of restricted stock were unvested. The aggregate fair value of restricted awards vested during the three months ended March 31, 2019 and 2018 was $3.8 million and $9.5 million |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Due to the fact that the Company has significant net operating loss carryforwards and has recorded a valuation allowance against a significant portion of its deferred tax assets, foreign withholding taxes are the primary driver of Income tax expense . Components of Income tax expense were as follows (in thousands): Three Months Ended March 31, 2019 2018 Foreign withholding tax $ 4,845 $ 3,887 Federal income tax 1,272 (121 ) State income tax (207 ) 57 Foreign income tax 335 346 Change in unrecognized tax benefits 73 48 Income tax expense $ 6,318 $ 4,217 The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign tax audits. The Company regularly assesses the potential outcomes of these audits in order to determine the appropriateness of its tax positions. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable and there can be no assurance the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Condensed Consolidated Financial Statements |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
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): Three Months Ended March 31, 2019 2018 Product Platform Solutions $ 71,037 $ 95,940 Software and Services 19,902 18,479 Other 364 2,433 Revenues, net 91,303 116,852 Adjusted Operating Expenses (1) 82,890 89,466 Adjusted EBITDA (2) 8,413 27,386 Intellectual Property Licensing US Pay TV Providers 42,117 49,915 CE Manufacturers 8,618 8,968 New Media, International Pay TV Providers and Other 16,197 14,102 Revenues, net 66,932 72,985 Adjusted Operating Expenses (1) 21,807 25,357 Adjusted EBITDA (2) 45,125 47,628 Corporate Adjusted Operating Expenses (1) 16,097 16,048 Adjusted EBITDA (2) (16,097 ) (16,048 ) Consolidated Total Revenues, net 158,235 189,837 Adjusted Operating Expenses (1) 120,794 130,871 Adjusted EBITDA (2) 37,441 58,966 Depreciation 5,364 5,141 Amortization of intangible assets 28,178 41,412 Restructuring and asset impairment charges 1,813 4,546 Equity-based compensation 8,379 12,024 Separation costs 1,132 — Transition and integration costs 595 2,410 Earnout amortization — 958 CEO transition cash costs — 625 Remeasurement of contingent consideration — 890 Operating loss (8,020 ) (9,040 ) Interest expense (12,161 ) (11,634 ) Interest income and other, net 1,775 1,566 (Loss) gain on interest rate swaps (1,721 ) 4,311 Loss on debt extinguishment (199 ) — Loss from continuing operations before income taxes $ (20,326 ) $ (14,797 ) (1) Adjusted Operating Expenses are defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Separation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration . (2) Adjusted EBITDA is defined as operating loss excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Separation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 9, 2019, the Company announced that its Board of Directors has unanimously approved a plan to separate its Product and IP Licensing businesses (the “Separation”). The Separation is expected to be completed through a dividend of newly issued shares of the common stock of a Company subsidiary that will hold the Product business (“ProductCo”). The Company currently intends that the Separation will be completed in a manner generally intended to qualify as tax-free to the Company’s stockholders for U.S. federal income tax purposes. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . The Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Equity and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ended December 31, 2019 , for any future year, or for any other future interim period. The accompanying Condensed Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, |
Right-of-Use Assets and Lease Liabilities | Right-of-Use Assets and Lease Liabilities At inception of an agreement, the agreement is reviewed to determine if it is or contains a lease. If an agreement is or contains a lease, the Company recognizes a Right-of-use asset, representing the right to use an underlying asset for the lease term, and a Lease liability, representing the obligation to make lease payments arising from a lease. Right-of-use assets and Lease liabilities are measured based on the present value of the lease payments over the lease term. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The present value of future lease payments is calculated utilizing the discount rate implicit in the lease. If the discount rate implicit in the lease is not readily determinable, the present value of future lease payments is calculated utilizing the Company’s incremental borrowing rate. Right-of-use assets and Lease liabilities are subject to adjustment in the event of modifications to lease terms, changes in the probability that an option to extend or terminate a lease would be exercised and other factors. In addition, Right-of-use assets are periodically reviewed for impairment. Certain of the Company’s lease agreements require variable payments, such as inflation-indexed measures. When a lease requires an indexed payment, Right-of-use assets and Lease liabilities are measured based on the variable rate in effect at the measurement date. All other variable fees, such as increases in lessor operating costs and usage-based fees, are excluded from the calculation of the Right-of-use assets and Lease liabilities and are expensed as incurred. The Company has lease agreements that contain both lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) and non-lease components (e.g., common-area maintenance costs). The Company applies a practical expedient to combine lease components and non-lease components into a single lease component for recognition and measurement purposes. Lease expense includes amortization of the Right-of-use assets and accretion of the Lease liabilities. Amortization of the Right-of-use assets is calculated as the periodic lease cost less accretion of the lease liability. The amortization period for Right-of-use assets is limited to the expected lease term. For operating leases, lease expense is recognized in the Condensed Consolidated Statements of Operations as an operating expense over the lease term on a straight-line basis. For financing leases, amortization of the Right-of-use asset is recognized as an operating expense in the Condensed Consolidated Statements of Operations over the lease term separately from accretion of the Lease liability. The Company applies a practical expedient to not measure or recognize Right-of-use assets |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Recently Adopted In February 2016, the Financial Accounting Standards Board ("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. The Company adopted the provisions of the new lease accounting standard on January 1, 2019 using the modified retrospective transition approach and certain practical expedients as described in Note 10 . On adoption, the Company recognized the present value of its existing minimum lease payments as a $66.7 million Right-of-use asset and an $81.9 million Lease liability. The difference between the Right-of-use asset and the Lease liability on adoption primarily arises from previously recorded deferred rent, which was effectively reclassified to the Right-of-use asset on adoption. As a result, there was no impact on Accumulated deficit . Results for periods beginning after December 31, 2018 are presented in accordance with the new lease accounting standard, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous lease accounting policies. 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 was effective for the Company beginning on January 1, 2019 on a modified retrospective basis. The application of the shortened amortization period did not have a material effect on the Company's Condensed Consolidated Financial Statements . In February 2018, the FASB issued guidance on the reclassification of certain income tax effects from accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the " Tax Act of 2017 "). Application of the reclassification guidance was effective for the Company beginning on January 1, 2019. On adoption, the Company made an accounting policy election to use the specific identification method to release income tax effects from Accumulated other comprehensive loss . The Company also made an accounting policy election not to reclassify the stranded tax effects of the Tax Act of 2017 from Accumulated other comprehensive loss to Accumulated deficit . The application of the reclassification guidance did not have a material effect on the Company's Condensed Consolidated Financial Statements . 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 Condensed Consolidated Financial Statements . In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect 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 Condensed Consolidated Financial Statements |
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. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory Components of Inventory were as follows (in thousands): March 31, 2019 December 31, 2018 Raw materials $ 797 $ 864 Finished goods 5,349 6,585 Inventory $ 6,146 $ 7,449 |
Property and Equipment, Net | Property and equipment, net Components of Property and equipment, net were as follows (in thousands): March 31, 2019 December 31, 2018 Computer software and equipment $ 152,353 $ 148,935 Leasehold improvements 46,977 47,431 Furniture and fixtures 9,513 9,494 Property and equipment, gross 208,843 205,860 Less: Accumulated depreciation and amortization (157,542 ) (152,274 ) Property and equipment, net $ 51,301 $ 53,586 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): March 31, 2019 December 31, 2018 Accounts payable $ 8,904 $ 2,180 Accrued compensation and benefits 25,420 46,466 Other accrued liabilities 69,882 56,335 Accounts payable and accrued expenses $ 104,206 $ 104,981 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Customers representing 10% or more of Accounts receivable, net were as follows: March 31, 2019 December 31, 2018 AT&T 11 % 18 % Dish Network 10 % (a) (a) Customer below 10% of Accounts receivable, net Total Revenues, net were as follows: Three Months Ended March 31, 2019 2018 Virgin Media (a) 16 % AT&T Inc. ("AT&T") 11 % 10 % |
Revenue By Contract Type | By segment, the pattern of revenue recognition was as follows (in thousands): Three Months Ended March 31, 2019 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 20,994 $ 28,127 $ 49,121 Goods and services transferred over time 70,309 36,701 107,010 Out-of-license settlements — 2,104 2,104 Total Revenues, net $ 91,303 $ 66,932 $ 158,235 Three Months Ended March 31, 2018 Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 36,802 $ 28,119 $ 64,921 Goods and services transferred over time 80,050 42,850 122,900 Out-of-license settlements — 2,016 2,016 Total Revenues, net $ 116,852 $ 72,985 $ 189,837 |
Revenue from External Customers by Geographic Areas | Revenue by geographic area was as follows (in thousands): Three Months Ended March 31, 2019 2018 United States $ 107,838 $ 118,935 United Kingdom 6,196 33,512 Rest of the world 44,201 37,390 Total Revenues, net $ 158,235 $ 189,837 |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): March 31, 2019 December 31, 2018 Accounts receivable, gross $ 158,956 $ 155,708 Less: Allowance for doubtful accounts (2,486 ) (2,842 ) Accounts receivable, net $ 156,470 $ 152,866 |
Contract Assets with Customer | Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): March 31, 2019 December 31, 2018 Accounts receivable, net $ 45,069 $ 35,115 Prepaid expenses and other current assets 1,958 1,654 Other long-term assets 10,124 8,532 Total contract assets, net $ 57,151 $ 45,301 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 Amortized Cost Unrealized Unrealized Fair Value Cash $ 40,349 $ — $ — $ 40,349 Cash equivalents - Money market funds 72,833 — — 72,833 Cash and cash equivalents $ 113,182 $ — $ — $ 113,182 Corporate debt securities $ 110,015 $ 46 $ (102 ) $ 109,959 U.S. Treasuries / Agencies 103,760 150 (72 ) 103,838 Marketable securities $ 213,775 $ 196 $ (174 ) $ 213,797 Cash, cash equivalents and marketable securities $ 326,979 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 |
Available-For-Sale Debt Investments At Fair Value | As of March 31, 2019 , 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 $ 158,837 $ 158,739 Due in 1-2 years 54,938 55,058 Total $ 213,775 $ 213,797 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis | Assets and liabilities reported at fair value on a recurring basis in the Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): March 31, 2019 December 31, 2018 Total Quoted Prices in Significant Other Total Quoted Prices in Significant Other Assets Cash and cash equivalents Money market funds $ 72,833 $ 72,833 $ — $ 121,830 $ 121,830 $ — Short-term marketable securities Corporate debt securities 94,979 — 94,979 90,753 — 90,753 U.S. Treasuries / Agencies 63,761 — 63,761 68,203 — 68,203 Prepaid expenses and other current assets Interest rate swaps — — — 173 — 173 Long-term marketable securities Corporate debt securities 14,980 — 14,980 23,007 — 23,007 U.S. Treasuries / Agencies 40,077 — 40,077 50,200 — 50,200 Total Assets $ 286,630 $ 72,833 $ 213,797 $ 354,166 $ 121,830 $ 232,336 Liabilities Other long-term liabilities Interest rate swaps $ (4,465 ) $ — $ (4,465 ) $ (3,012 ) $ — $ (3,012 ) Total Liabilities $ (4,465 ) $ — $ (4,465 ) $ (3,012 ) $ — $ (3,012 ) |
Summary Of Level 3 Auction Rate Securities | Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Three Months Ended March 31, 2018 Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) Sales (10,715 ) — Loss included in earnings (85 ) (970 ) Unrealized loss reclassified on sale 216 — Balance at end of period $ — $ (3,204 ) |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): March 31, 2019 December 31, 2018 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 330,481 $ 326,456 $ 326,640 $ 316,538 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 619,348 607,142 665,449 633,404 Total Long-term debt $ 949,877 $ 933,646 $ 992,137 $ 949,990 (a) If reported at fair value in the Condensed Consolidated Balance Sheets |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 Foreign currency translation (37 ) — (37 ) March 31, 2019 $ 252,974 $ 1,291,332 $ 1,544,306 |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): March 31, 2019 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,055,755 $ (787,790 ) $ 267,965 Existing contracts and customer relationships 402,633 (200,807 ) 201,826 Content databases and other 57,257 (51,333 ) 5,924 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,523,945 (1,048,230 ) 475,715 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,537,945 $ (1,048,230 ) $ 489,715 December 31, 2018 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,051,635 $ (765,221 ) $ 286,414 Existing contracts and customer relationships 402,756 (195,752 ) 207,004 Content databases and other 57,235 (50,883 ) 6,352 Trademarks / Tradenames 8,300 (8,300 ) — Total finite-lived intangible assets 1,519,926 (1,020,156 ) 499,770 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,533,926 $ (1,020,156 ) $ 513,770 |
Estimated Amortization Expense In Future Periods | As of March 31, 2019 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2019 $ 83,917 2020 111,378 2021 68,609 2022 40,899 2023 23,740 Thereafter 147,172 Total $ 475,715 |
Restructuring and Asset Impai_2
Restructuring and Asset Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Three Months Ended March 31, 2019 2018 Facility-related costs $ — $ 102 Severance costs 1,813 2,192 Share-based payments — 2,252 Restructuring and asset impairment charges $ 1,813 $ 4,546 Components of accrued restructuring costs were as follows (in thousands): March 31, 2019 December 31, 2018 Facility-related costs $ — $ 264 Severance costs 3,336 3,996 Accrued restructuring costs $ 3,336 $ 4,260 |
Restructuring Activities Related to Plans | Restructuring activities related to the Profit Improvement Plan for the three months ended March 31, 2019 were as follows (in thousands): Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Severance costs $ 3,857 $ 1,813 $ (2,471 ) $ — $ (2 ) $ 3,197 Total $ 3,857 $ 1,813 $ (2,471 ) $ — $ (2 ) $ 3,197 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 December 31, 2018 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 $ 330,481 $ 345,000 $ 326,640 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 621,912 619,348 668,500 665,449 Total Long-term debt $ 966,960 949,877 $ 1,013,548 992,137 Less: Current portion of long-term debt 330,481 373,361 Long-term debt, less current portion $ 619,396 $ 618,776 |
Schedule of Maturities of Long-term Debt | As of March 31, 2019 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2019 (a) $ 345,000 2020 — 2021 621,960 Total $ 966,960 (a) While the 2020 Convertible Notes is scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 |
Summary of Interest Rate Swaps | Details of the Company's interest rate swaps as of March 31, 2019 and December 31, 2018 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity March 31, 2019 December 31, 2018 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility June 2013 January 2016 March 2019 $ — $ 250,000 2.23% One-month USD-LIBOR September 2014 January 2016 July 2021 $ 125,000 $ 125,000 2.66% One-month USD-LIBOR September 2014 March 2017 July 2021 $ 200,000 $ 200,000 2.93% One-month USD-LIBOR |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible Debt | Related to the 2020 Convertible Notes , the Condensed Consolidated Balance Sheets included the following (in thousands): March 31, 2019 December 31, 2018 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (12,844 ) (16,253 ) Less: Unamortized debt issuance costs (1,675 ) (2,107 ) Carrying amount $ 330,481 $ 326,640 Equity component $ 63,854 $ 63,854 |
Components of Interest Expense | Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended March 31, 2019 2018 Stated interest $ 431 $ 431 Amortization of debt discount 3,409 3,254 Amortization of debt issuance costs 432 392 Total interest expense $ 4,272 $ 4,077 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of operating lease cost were as follows (in thousands): Classification Three Months Ended March 31, 2019 Fixed lease cost $ 4,493 Variable lease cost 1,381 Short-term lease cost 193 Less: Sublease income (2,235 ) Total operating lease cost $ 3,832 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2019 Operating cash flows: Cash paid for amounts included in the measurement of operating Lease liabilities $ 4,895 Non-cash activity: Right-of-use assets obtained in exchange for operating Lease liabilities, net $ 1,902 Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate): March 31, 2019 Right-of-use assets $ 65,419 Lease liabilities - current $ 13,266 Lease liabilities - non current 66,927 Total Lease liabilities $ 80,193 Weighted average remaining lease term 6 years Weighted average discount rate 6.51 % |
Maturities of Lease Liabilities | Operating Lease Liabilities Sublease Income Net Operating Lease Payments Remainder of 2019 $ 13,324 $ (4,476 ) $ 8,848 2020 17,727 (6,711 ) 11,016 2021 16,585 (6,243 ) 10,342 2022 13,126 (6,079 ) 7,047 2023 11,110 (6,081 ) 5,029 Thereafter 26,649 (13,470 ) 13,179 Total lease payments 98,521 (43,060 ) 55,461 Less: imputed interest (18,328 ) — (18,328 ) Total $ 80,193 $ (43,060 ) $ 37,133 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The number of shares used to calculate Basic and Diluted EPS were as follows (in thousands): Three Months Ended March 31, 2019 2018 Weighted average shares used in computing basic per share amounts 124,422 122,080 Dilutive effect of equity-based compensation awards — — Weighted average shares used in computing diluted per share amounts 124,422 122,080 |
Weighted Average Potential Anti-Dilutive Common Shares | Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended March 31, 2019 2018 Restricted awards 5,085 4,430 Stock options 1,290 2,311 2020 Convertible Notes (a) 13,411 12,584 2021 Convertible Notes (a) 1 1 Warrants related to 2020 Convertible Notes (a) 12,821 12,325 Weighted average potential shares excluded from the calculation of Diluted EPS 32,608 31,651 (a) See Note 9 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used To Value Equity-Based Payments | Weighted-average assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Three Months Ended March 31, 2019 2018 ESPP shares: Expected volatility 52.3 % 42.5 % Expected term 1.3 years 1.3 years Risk-free interest rate 2.5 % 1.9 % Expected dividend yield 6.6 % 5.2 % |
Weighted Average Fair Value Per Share Of Equity-Based Awards | The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Three Months Ended March 31, 2019 2018 Weighted average grant date fair value Restricted awards $ 8.58 $ 12.80 ESPP shares $ 3.42 $ 4.83 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 8,379 $ 12,024 Pre-tax equity-based compensation, included in restructuring expense $ — $ 2,252 |
Restricted Awards Activity | Activity related to the Company's restricted awards for the three months ended March 31, 2019 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding as of beginning of period 5,350 $ 14.26 Granted 504 $ 8.58 Vested (384 ) $ 20.49 Forfeited (336 ) $ 15.52 Outstanding as of end of period 5,134 $ 13.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of Income tax expense were as follows (in thousands): Three Months Ended March 31, 2019 2018 Foreign withholding tax $ 4,845 $ 3,887 Federal income tax 1,272 (121 ) State income tax (207 ) 57 Foreign income tax 335 346 Change in unrecognized tax benefits 73 48 Income tax expense $ 6,318 $ 4,217 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Three Months Ended March 31, 2019 2018 Product Platform Solutions $ 71,037 $ 95,940 Software and Services 19,902 18,479 Other 364 2,433 Revenues, net 91,303 116,852 Adjusted Operating Expenses (1) 82,890 89,466 Adjusted EBITDA (2) 8,413 27,386 Intellectual Property Licensing US Pay TV Providers 42,117 49,915 CE Manufacturers 8,618 8,968 New Media, International Pay TV Providers and Other 16,197 14,102 Revenues, net 66,932 72,985 Adjusted Operating Expenses (1) 21,807 25,357 Adjusted EBITDA (2) 45,125 47,628 Corporate Adjusted Operating Expenses (1) 16,097 16,048 Adjusted EBITDA (2) (16,097 ) (16,048 ) Consolidated Total Revenues, net 158,235 189,837 Adjusted Operating Expenses (1) 120,794 130,871 Adjusted EBITDA (2) 37,441 58,966 Depreciation 5,364 5,141 Amortization of intangible assets 28,178 41,412 Restructuring and asset impairment charges 1,813 4,546 Equity-based compensation 8,379 12,024 Separation costs 1,132 — Transition and integration costs 595 2,410 Earnout amortization — 958 CEO transition cash costs — 625 Remeasurement of contingent consideration — 890 Operating loss (8,020 ) (9,040 ) Interest expense (12,161 ) (11,634 ) Interest income and other, net 1,775 1,566 (Loss) gain on interest rate swaps (1,721 ) 4,311 Loss on debt extinguishment (199 ) — Loss from continuing operations before income taxes $ (20,326 ) $ (14,797 ) (1) Adjusted Operating Expenses are defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Separation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration . (2) Adjusted EBITDA is defined as operating loss excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Equity-based compensation , Separation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - Accounting Standards Update 2016-02 [Member] - Minimum [Member] $ in Millions | Jan. 01, 2019USD ($) |
Operating Lease Liability [Member] | |
Related Party Transaction [Line Items] | |
Effect of new accounting principle | $ 81.9 |
Operating Lease Right-of-use Asset [Member] | |
Related Party Transaction [Line Items] | |
Effect of new accounting principle | $ 66.7 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Income from discontinued operations, net of tax | $ 0 | $ 1,297 |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory, Net | ||
Raw materials | $ 797 | $ 864 |
Finished goods | 5,349 | 6,585 |
Inventory | 6,146 | 7,449 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 208,843 | 205,860 |
Less: Accumulated depreciation and amortization | (157,542) | (152,274) |
Property and equipment, net | 51,301 | 53,586 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | 8,904 | 2,180 |
Accrued compensation and benefits | 25,420 | 46,466 |
Other accrued liabilities | 69,882 | 56,335 |
Accounts payable and accrued expenses | 104,206 | 104,981 |
Computer Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 152,353 | 148,935 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 46,977 | 47,431 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,513 | $ 9,494 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Impairment losses | $ 0 | |
Revenue recognized | 14,000,000 | |
Revenue from remaining performance obligation | $ 765,200,000 | |
Remainder of 2019 | 23.00% | |
2020 | 22.00% | |
2021 | 15.00% | |
2022 | 11.00% | |
2023 | 10.00% | |
Thereafter | 19.00% | |
AT&T [Member] | Accounts Receivable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (percent) | 11.00% | 18.00% |
Revenues - Concentration of Ris
Revenues - Concentration of Risk (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AT&T [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 11.00% | 18.00% |
DISH Network [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% | |
Customer Concentration Risk [Member] | Virgin Media [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 16.00% | |
Customer Concentration Risk [Member] | AT&T [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 11.00% | 10.00% |
Revenues - Revenue by Contract
Revenues - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | $ 158,235 | $ 189,837 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 49,121 | 64,921 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 107,010 | 122,900 |
Out-of-license settlements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 2,104 | 2,016 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 91,303 | 116,852 |
Product [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 20,994 | 36,802 |
Product [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 70,309 | 80,050 |
Product [Member] | Out-of-license settlements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 0 | 0 |
Intellectual Property Licensing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 66,932 | 72,985 |
Intellectual Property Licensing [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 28,127 | 28,119 |
Intellectual Property Licensing [Member] | Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | 36,701 | 42,850 |
Intellectual Property Licensing [Member] | Out-of-license settlements [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues, net | $ 2,104 | $ 2,016 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net: | $ 158,235 | $ 189,837 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net: | 107,838 | 118,935 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net: | 6,196 | 33,512 |
Rest of world [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net: | $ 44,201 | $ 37,390 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, gross | $ 158,956 | $ 155,708 |
Less: Allowance for doubtful accounts | (2,486) | (2,842) |
Accounts receivable, net | $ 156,470 | $ 152,866 |
Revenues - Contract Assets (Det
Revenues - Contract Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 57,151 | $ 45,301 |
Accounts Receivable, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 45,069 | 35,115 |
Prepaid Expenses and Other Current Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 1,958 | 1,654 |
Other Long-term Assets [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 10,124 | $ 8,532 |
Investments - Available-For-Sal
Investments - Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 213,775 | |
Fair Value | 213,797 | |
Total Cash, Cash Equivalents And Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 326,979 | $ 394,118 |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 110,015 | 114,159 |
Unrealized Gains | 46 | 1 |
Unrealized Losses | (102) | (400) |
Fair Value | 109,959 | 113,760 |
U.S. Treasuries / Agencies [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 103,760 | 118,497 |
Unrealized Gains | 150 | 70 |
Unrealized Losses | (72) | (164) |
Fair Value | 103,838 | 118,403 |
Marketable Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 213,775 | 232,656 |
Unrealized Gains | 196 | 71 |
Unrealized Losses | (174) | (564) |
Fair Value | 213,797 | 232,163 |
Total Cash And Cash Equivalents [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 113,182 | 161,955 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 113,182 | 161,955 |
Cash [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,349 | 40,125 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 40,349 | 40,125 |
Cash Equivalents [Member] | Money Markets Funds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 72,833 | 121,830 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 72,833 | $ 121,830 |
Investments - Available-For-S_2
Investments - Available-For-Sale Debt Investments At Fair Value (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Amortized Cost | |
Due in less than 1 year | $ 158,837 |
Due in 1-2 years | 54,938 |
Amortized Cost | 213,775 |
Fair Value | |
Due in less than 1 year | 158,739 |
Due in 1-2 years | 55,058 |
Total | $ 213,797 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Investments [Abstract] | |||
Non-marketable equity method investments | $ 2.6 | $ 2.2 | |
Securities owned not readily marketable | 1.5 | $ 1.5 | |
Impairment of equity securities without a readily determinable fair value | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | $ 286,630 | $ 354,166 |
Fair value liabilities measured on a recurring basis | (4,465) | (3,012) |
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 | 72,833 | 121,830 |
Fair value liabilities measured on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 213,797 | 232,336 |
Fair value liabilities measured on a recurring basis | (4,465) | (3,012) |
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 | 72,833 | 121,830 |
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 | 72,833 | 121,830 |
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 |
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 | 94,979 | 90,753 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 94,979 | 90,753 |
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 | 63,761 | 68,203 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 63,761 | 68,203 |
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 | |
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 | |
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 | |
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 | 14,980 | 23,007 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 14,980 | 23,007 |
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 | 40,077 | 50,200 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 40,077 | 50,200 |
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 | (4,465) | (3,012) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | $ (4,465) | $ (3,012) |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Cubiware Contingent Consideration [Member] | |
Liabilities | |
Balance at beginning of period | $ (2,234) |
Gain (loss) included in earnings | (970) |
Balance at end of period | (3,204) |
Cubiware Contingent Consideration [Member] | Selling, General and Administrative Expenses [Member] | |
Liabilities | |
Increase (decrease) during period | (900) |
Cubiware Contingent Consideration [Member] | Interest Expense [Member] | |
Liabilities | |
Increase (decrease) during period | 100 |
Auction Rate Securities [Member] | |
Assets | |
Balance at beginning of period | 10,584 |
Sales | (10,715) |
Loss included in earnings | (85) |
Unrealized loss reclassified on sale | 216 |
Balance at end of period | $ 0 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 949,877 | $ 992,137 |
Carrying Amount [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 330,481 | 326,640 |
Carrying Amount [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Carrying Amount [Member] | Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 619,348 | 665,449 |
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 | 933,646 | 949,990 |
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 | 326,456 | 316,538 |
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 | $ 607,142 | $ 633,404 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Payments for purchase of patents | $ 4,250 | $ 0 |
Portfolio of Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Payments for purchase of patents | $ 4,300 | |
Minimum [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 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets, Net - Summary Of Goodwill Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning of Period | $ 1,544,343 |
Foreign currency translation | (37) |
End of Period | 1,544,306 |
Product [Member] | |
Goodwill [Roll Forward] | |
Beginning of Period | 253,011 |
Foreign currency translation | (37) |
End of Period | 252,974 |
Intellectual Property Licensing [Member] | |
Goodwill [Roll Forward] | |
Beginning of Period | 1,291,332 |
Foreign currency translation | 0 |
End of Period | $ 1,291,332 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,523,945 | $ 1,519,926 |
Accumulated Amortization | (1,048,230) | (1,020,156) |
Total | 475,715 | 499,770 |
Total Intangible Assets, Gross | 1,537,945 | 1,533,926 |
Total Intangible Assets, Net | 489,715 | 513,770 |
Developed Technology and Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,055,755 | 1,051,635 |
Accumulated Amortization | (787,790) | (765,221) |
Total | 267,965 | 286,414 |
Existing Contracts and Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 402,633 | 402,756 |
Accumulated Amortization | (200,807) | (195,752) |
Total | 201,826 | 207,004 |
Content Databases and Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 57,257 | 57,235 |
Accumulated Amortization | (51,333) | (50,883) |
Total | 5,924 | 6,352 |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 83,917 | |
2020 | 111,378 | |
2021 | 68,609 | |
2022 | 40,899 | |
2023 | 23,740 | |
Thereafter | 147,172 | |
Total | $ 475,715 | $ 499,770 |
Restructuring and Asset Impai_3
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Accrual adjustment | $ 3,336 | $ 4,260 | |
Legacy Rovi Plans [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrual adjustment | 100 | 300 | |
Facility-related Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrual adjustment | 0 | 264 | |
Facility-related Costs [Member] | Tivo Integration Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Expense | $ 100 | ||
Accrual adjustment | 0 | 100 | |
Severance Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrual adjustment | $ 3,336 | $ 3,996 | |
Severance Costs [Member] | Tivo Integration Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Expense | $ 100 |
Restructuring and Asset Impai_4
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | ||
Facility-related costs | $ 0 | $ 102 |
Severance costs | 1,813 | 2,192 |
Share-based payments | 0 | 2,252 |
Restructuring and asset impairment charges | $ 1,813 | $ 4,546 |
Restructuring and Asset Impai_5
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 3,336 | $ 4,260 |
Facility-related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 0 | 264 |
Severance Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 3,336 | $ 3,996 |
Restructuring and Asset Impai_6
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | $ 4,260 | |
Balance at End of Period | 3,336 | |
Severance Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 3,996 | |
Balance at End of Period | 3,336 | |
Profit Improvement Plan [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 3,857 | |
Restructuring Expense | 1,813 | |
Cash Settlements | (2,471) | |
Non-Cash Settlements | 0 | |
Other | (2) | |
Balance at End of Period | 3,197 | |
Profit Improvement Plan [Member] | Severance Costs [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Balance at Beginning of Period | 3,857 | |
Restructuring Expense | 1,813 | $ 4,300 |
Cash Settlements | (2,471) | |
Non-Cash Settlements | 0 | |
Other | (2) | |
Balance at End of Period | $ 3,197 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 966,960 | $ 1,013,548 | ||
Carrying amount | 949,877 | 992,137 | ||
Less: Current portion of long-term debt | 330,481 | 373,361 | ||
Long-term debt, less current portion | $ 619,396 | 618,776 | ||
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 | $ 330,481 | 326,640 | ||
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 | 621,912 | 668,500 | ||
Carrying amount | $ 619,348 | $ 665,449 |
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 | Mar. 31, 2019$ / shares$ / per_unit | Dec. 31, 2016$ / 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 | 0.388730 | 0.345968 | ||
Initial conversion price (in usd per share) | $ / shares | $ 28.9044 | $ 25.7248 | ||
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% | |||
Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ | $ 7,600,000 | |||
Equity Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Common stock strike price (in usd per share) | $ / per_unit | 25.7248 | 28.9044 |
Debt and Interest Rate Swaps _3
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 966,960 | $ 1,013,548 |
Carrying amount | 949,877 | 992,137 |
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 345,000 | 345,000 |
Less: Unamortized debt discount | (12,844) | (16,253) |
Less: Unamortized debt issuance costs | (1,675) | (2,107) |
Carrying amount | 330,481 | 326,640 |
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 | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||
Stated interest | $ 431 | $ 431 |
Amortization of debt discount | 3,409 | 3,254 |
Amortization of debt issuance costs | 432 | 392 |
Total interest expense | $ 4,272 | $ 4,077 |
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 Millions | Mar. 31, 2019$ / shares$ / per_unitshares | Dec. 31, 2016$ / shares$ / per_unitshares |
Equity Option [Member] | ||
Debt Instrument [Line Items] | ||
Call option, shares | 13.4 | 11.9 |
Common stock strike price (in usd per share) | $ / per_unit | 25.7248 | 28.9044 |
Warrants to Purchase Common Stock [Member] | ||
Debt Instrument [Line Items] | ||
Warrants outstanding, shares | 11.9 | |
Warrant exercise price (in usd per share) | $ / shares | $ 35.7289 | $ 40.1450 |
Warrants outstanding (in shares) | 12.8 |
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 ($) | Sep. 22, 2014USD ($)$ / shares | Mar. 31, 2019$ / 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 | 0.242739 | |||
Initial conversion price (in usd per share) | $ 34.8399 | |||
Initial conversion price to principal of notes (in usd per share) | $ 154.30 |
Debt and Interest Rate Swaps _7
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) $ in Thousands | Jan. 26, 2017 | Jul. 02, 2014USD ($)subsidiary | Feb. 28, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Number of wholly-owned subsidiaries | subsidiary | 2 | ||||
Loss on debt extinguishment | $ 199 | $ 0 | |||
Term Loan A Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 5 years | ||||
Debt issued | $ 125,000 | ||||
Term Loan B Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 7 years | ||||
Debt issued | $ 700,000 | ||||
Loss on debt extinguishment | $ 200 | ||||
Excess cash flow payment | $ 46,600 | ||||
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] | 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 |
Debt and Interest Rate Swaps _8
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 345,000 | |
2020 | 0 | |
2021 | 621,960 | |
Total | $ 966,960 | $ 1,013,548 |
Debt and Interest Rate Swaps _9
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |||
(Loss) gain on interest rate swaps | $ (1,721) | $ 4,311 | |
Not Designated as Hedging Instrument [Member] | $250M June 2013 Swaps [Member] | Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Notional amount of interest rate swaps | $ 0 | $ 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% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Feb. 28, 2019 |
Loans and Leases Receivable Disclosure [Line Items] | |||
Weighted average remaining lease term | 6 years | ||
Expected term of lease | 10 years | ||
Expected recording of right-of-use asset | $ 4.5 | ||
Expected recording of lease liability | 6 | ||
Expected de-recognition of right-of-use asset | 0.8 | ||
Expected de-recognition of lease liability | $ 0.9 | ||
Accounting Standards Update 2016-02 [Member] | Operating Lease Right-of-use Asset [Member] | Minimum [Member] | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Effect of new accounting principle | $ 66.7 | ||
Accounting Standards Update 2016-02 [Member] | Operating Lease Liability [Member] | Minimum [Member] | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Effect of new accounting principle | $ 81.9 | ||
Corporate Offices, Data Centers and Certain Equipment [Member] | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Term of extension option | 10 years | ||
Corporate Offices, Data Centers and Certain Equipment [Member] | Minimum [Member] | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Weighted average remaining lease term | 1 year | ||
Corporate Offices, Data Centers and Certain Equipment [Member] | Maximum [Member] | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Weighted average remaining lease term | 8 years | ||
Period to terminate option | 6 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Fixed lease cost | $ 4,493 |
Variable lease cost | 1,381 |
Short-term lease cost | 193 |
Less: Sublease income | (2,235) |
Total operating lease cost | $ 3,832 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Right-of-use assets | $ 65,419 | $ 0 |
Operating cash flows: | ||
Cash paid for amounts included in the measurement of operating Lease liabilities | 4,895 | |
Non-cash activity: | ||
Right-of-use assets obtained in exchange for operating Lease liabilities, net | 1,902 | |
Supplemental Balance Sheet Information | ||
Right-of-use assets | 13,266 | |
Lease liabilities - current | 66,927 | $ 0 |
Lease liabilities - non current | $ 80,193 | |
Weighted average remaining lease term | 6 years | |
Weighted average discount rate | 6.51% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Liabilities | |
Remainder of 2019 | $ 13,324 |
2020 | 17,727 |
2021 | 16,585 |
2022 | 13,126 |
2023 | 11,110 |
Thereafter | 26,649 |
Total lease payments | 98,521 |
Less: imputed interest | (18,328) |
Total | 80,193 |
Sublease Income | |
Remainder of 2019 | (4,476) |
2020 | (6,711) |
2021 | (6,243) |
2022 | (6,079) |
2023 | (6,081) |
Thereafter | (13,470) |
Total lease payments | (43,060) |
Less: imputed interest | 0 |
Total | (43,060) |
Net Operating Lease Payments | |
Remainder of 2019 | 8,848 |
2020 | 11,016 |
2021 | 10,342 |
2022 | 7,047 |
2023 | 5,029 |
Thereafter | 13,179 |
Total lease payments | 55,461 |
Less: imputed interest | (18,328) |
Total | $ 37,133 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Feb. 14, 2017 | Dec. 31, 2016 | Mar. 04, 2015 | |
Class of Stock [Line Items] | |||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 32,608,000 | 31,651,000 | |||
Share price (in us dollars per share) | $ 9.32 | ||||
Authorized stock repurchase amount | $ 150,000,000 | ||||
Stock repurchase (in shares) | 0 | ||||
Remaining number of shares authorized to be repurchased | $ 150,000,000 | ||||
Tax withholding for share-based compensation | $ 1,397,000 | $ 2,894,000 | |||
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | |||
Dividend payments | $ 22,544,000 | $ 22,161,000 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Tax withholding for share-based compensation (shares) | 100,000 | 200,000 | |||
Tax withholding for share-based compensation | $ 1,400,000 | $ 2,900,000 | |||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |||||
Class of Stock [Line Items] | |||||
Initial conversion price (in usd per share) | $ 25.7248 | $ 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) | 300,000 | 1,000,000 | |||
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) | $ 35.7289 | $ 40.1450 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Weighted average shares used in computing basic per share amounts | 124,422 | 122,080 |
Dilutive effect of equity-based compensation awards | 0 | 0 |
Weighted average shares used in computing diluted per share amounts | 124,422 | 122,080 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average potential shares excluded from the calculation of Diluted EPS | 32,608 | 31,651 |
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 | 5,085 | 4,430 |
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 | 1,290 | 2,311 |
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 | 13,411 | 12,584 |
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 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,821 | 12,325 |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)purchase_periodshares | Mar. 31, 2018USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Equity-based compensation | $ | $ 8,379 | $ 12,024 |
Unrecognized compensation cost | $ | $ 56,800 | |
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years 6 months | |
Restricted Stock [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of shares awarded and unvested | 100,000 | |
Aggregate fair value of vested restricted stock | $ | $ 3,800 | $ 9,500 |
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 | 5,000,000 | |
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 | 3,900,000 | |
Shares available for issuance | 3,900,000 | |
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) | 6.60% | 5.20% |
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) - ESPP Plan [Member] | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 52.30% | 42.50% |
Expected term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate (percent) | 2.50% | 1.90% |
Expected dividend yield (percent) | 6.60% | 5.20% |
Equity-based Compensation - Wei
Equity-based Compensation - Weighted Average Fair Value Per Share Of Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted average grant date fair value | ||
Restricted awards (in dollars per share) | $ 8.58 | $ 12.80 |
ESPP shares (in dollars per share) | $ 3.42 | $ 4.83 |
Equity-based compensation | ||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 8,379 | $ 12,024 |
Pre-tax equity-based compensation, included in restructuring expense | $ 0 | $ 2,252 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted-Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 8.58 | $ 12.80 |
Restricted Awards [Member] | ||
Restricted Awards (In Thousands) | ||
Beginning Balance (in shares) | 5,350 | |
Granted (in shares) | 504 | |
Vested (in shares) | (384) | |
Forfeited (in shares) | (336) | |
Ending Balance (in shares) | 5,134 | |
Weighted-Average Grant Date Fair Value | ||
Beginning Balance (in dollars per share) | $ 14.26 | |
Granted (in dollars per share) | 8.58 | |
Vested (in dollars per share) | 20.49 | |
Forfeited (in dollars per share) | 15.52 | |
Ending Balance (in dollars per share) | $ 13.16 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Foreign withholding tax | $ 4,845 | $ 3,887 |
Federal income tax | 1,272 | (121) |
State income tax | (207) | 57 |
Foreign income tax | 335 | 346 |
Change in unrecognized tax benefits | 73 | 48 |
Income tax expense (benefit) | $ 6,318 | $ 4,217 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenues, net: | $ 158,235 | $ 189,837 |
Adjusted Operating Expenses | 120,794 | 130,871 |
Adjusted EBITDA | 37,441 | 58,966 |
Depreciation | 5,364 | 5,141 |
Amortization of intangible assets | 28,178 | 41,412 |
Restructuring and asset impairment charges | 1,813 | 4,546 |
Equity-based compensation | 8,379 | 12,024 |
Separation costs | 1,132 | 0 |
Transition and integration costs | 595 | 2,410 |
Earnout amortization | 0 | 958 |
CEO transition cash costs | 0 | 625 |
Remeasurement of contingent consideration | 0 | 890 |
Operating loss | (8,020) | (9,040) |
Interest expense | (12,161) | (11,634) |
Interest income and other, net | 1,775 | 1,566 |
(Loss) gain on interest rate swaps | (1,721) | 4,311 |
Loss on debt extinguishment | (199) | 0 |
Loss from continuing operations before income taxes | (20,326) | (14,797) |
Product [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 91,303 | 116,852 |
Intellectual Property Licensing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 66,932 | 72,985 |
Operating Segments [Member] | Product [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 91,303 | 116,852 |
Adjusted Operating Expenses | 82,890 | 89,466 |
Adjusted EBITDA | 8,413 | 27,386 |
Operating Segments [Member] | Product [Member] | Platform Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 71,037 | 95,940 |
Operating Segments [Member] | Product [Member] | Software and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 19,902 | 18,479 |
Operating Segments [Member] | Product [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 364 | 2,433 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 66,932 | 72,985 |
Adjusted Operating Expenses | 21,807 | 25,357 |
Adjusted EBITDA | 45,125 | 47,628 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | US Pay TV Providers [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 42,117 | 49,915 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | Consumer Electronics Manufacturers [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 8,618 | 8,968 |
Operating Segments [Member] | Intellectual Property Licensing [Member] | New Media, International Pay TV Providers and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues, net: | 16,197 | 14,102 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted Operating Expenses | 16,097 | 16,048 |
Adjusted EBITDA | $ (16,097) | $ (16,048) |