Cover Page
Cover Page - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 12, 2020 | Jun. 30, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37870 | ||
Entity Registrant Name | TiVo Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1793262 | ||
Entity Address, Address Line One | 2160 Gold Street | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95002 | ||
City Area Code | 408 | ||
Local Phone Number | 519-9100 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 127.5 | ||
Entity Public Float | $ 911.6 | ||
Documents Incorporated by Reference | None. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001675820 | ||
Current Fiscal Year End Date | --12-31 | ||
Common stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | TIVO | ||
Security Exchange Name | NASDAQ | ||
Series A Junior Participating Preferred Stock Purchase Rights | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Series A Junior Participating Preferred Stock Purchase Rights | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 373,719 | $ 161,955 |
Short-term marketable securities | 51,293 | 158,956 |
Accounts receivable, net | 158,016 | 152,866 |
Inventory | 3,197 | 7,449 |
Prepaid expenses and other current assets | 27,023 | 30,806 |
Total current assets | 613,248 | 512,032 |
Long-term marketable securities | 0 | 73,207 |
Property and equipment, net | 48,264 | 53,586 |
Intangible assets, net | 415,054 | 513,770 |
Goodwill | 1,189,825 | 1,544,343 |
Right-of-use assets | 59,888 | |
Other long-term assets | 56,293 | 63,365 |
Total assets | 2,382,572 | 2,760,303 |
Current liabilities: | ||
Accounts payable and accrued expenses | 126,249 | 104,981 |
Unearned revenue | 50,968 | 46,072 |
Current portion of long-term debt | 343,035 | 373,361 |
Total current liabilities | 520,252 | 524,414 |
Unearned revenue, less current portion | 39,879 | 54,495 |
Long-term debt, less current portion | 642,504 | 618,776 |
Deferred tax liabilities, net | 34,231 | 45,030 |
Long-term lease liabilities | 61,603 | |
Other long-term liabilities | 10,420 | 24,647 |
Total liabilities | 1,308,889 | 1,267,362 |
Contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 250,000 shares authorized; 129,216 shares issued and 126,666 shares outstanding as of December 31, 2019; and 125,781 shares issued and 123,975 shares outstanding as of December 31, 2018 | 129 | 126 |
Treasury stock, 2,550 shares and 1,806 shares as of December 31, 2019 and December 31, 2018, respectively, at cost | (38,176) | (32,124) |
Additional paid-in capital | 3,235,996 | 3,239,395 |
Accumulated other comprehensive loss | (3,612) | (3,869) |
Accumulated deficit | (2,120,654) | (1,710,587) |
Total stockholders’ equity | 1,073,683 | 1,492,941 |
Total liabilities and stockholders’ equity | $ 2,382,572 | $ 2,760,303 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common Stock, shares issued (in shares) | 129,216,000 | 125,781,000 |
Common Stock, shares outstanding (in shares) | 126,666,000 | 123,975,000 |
Treasury Stock, shares (in shares) | 2,550,000 | 1,806,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues, net: | |||
Revenues, net: | $ 668,129 | $ 695,865 | $ 826,456 |
Costs and expenses: | |||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 156,533 | 169,149 | 167,712 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 18,117 | 19,491 | 46,699 |
Research and development | 148,422 | 177,285 | 194,382 |
Selling, general and administrative | 191,417 | 181,047 | 205,024 |
Depreciation | 21,247 | 21,464 | 22,144 |
Amortization of intangible assets | 112,727 | 147,336 | 166,657 |
Restructuring and asset impairment charges | 7,741 | 10,061 | 19,048 |
Goodwill impairment | 354,561 | 269,000 | 0 |
Total costs and expenses | 1,010,765 | 994,833 | 821,666 |
Operating (loss) income | (342,636) | (298,968) | 4,790 |
Interest expense | (49,902) | (49,150) | (42,756) |
Interest income and other, net | 8,526 | 5,682 | 2,915 |
(Loss) gain on interest rate swaps | (4,966) | 3,425 | 1,859 |
TiVo Acquisition litigation | 0 | 0 | (14,006) |
Loss on debt extinguishment | (2,152) | 0 | (108) |
Loss on debt modification | 0 | 0 | (929) |
Loss from continuing operations before income taxes | (391,130) | (339,011) | (48,235) |
Income tax expense (benefit) | 14,144 | 14,052 | (10,279) |
Loss from continuing operations, net of tax | (405,274) | (353,063) | (37,956) |
(Loss) Income from discontinued operations, net of tax | (4,793) | 3,715 | 0 |
Net loss | $ (410,067) | $ (349,348) | $ (37,956) |
Basic loss per share: | |||
Continuing operations (in dollars per share) | $ (3.23) | $ (2.87) | $ (0.32) |
Discontinued operations (in dollars per share) | (0.04) | 0.03 | 0 |
Basic loss per share (in dollars per share) | $ (3.27) | $ (2.84) | $ (0.32) |
Weighted average shares used in computing basic per share amounts (in shares) | 125,484 | 123,020 | 120,355 |
Diluted loss per share: | |||
Continuing operations (in dollars per share) | $ (3.23) | $ (2.87) | $ (0.32) |
Discontinued operations (in dollars per share) | (0.04) | 0.03 | 0 |
Diluted loss per share (in dollars per share) | $ (3.27) | $ (2.84) | $ (0.32) |
Weighted average shares used in computing diluted per share amounts (in shares) | 125,484 | 123,020 | 120,355 |
Dividends declared per share (in dollars per share) | $ 0.34 | $ 0.72 | $ 0.72 |
Licensing, Services and Software | |||
Revenues, net: | |||
Revenues, net: | $ 659,261 | $ 681,130 | $ 784,087 |
Hardware | |||
Revenues, net: | |||
Revenues, net: | $ 8,868 | $ 14,735 | $ 42,369 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (410,067) | $ (349,348) | $ (37,956) |
Other comprehensive income (loss), net of tax: | |||
Change in foreign currency translation adjustment | (86) | (1,787) | 4,462 |
Change in unrealized gains (losses) on marketable securities | 343 | 440 | (151) |
Less: Reclassification adjustment on sale | 0 | 216 | 0 |
Other comprehensive income (loss), net of tax | 257 | (1,131) | 4,311 |
Comprehensive loss | $ (409,810) | $ (350,479) | $ (33,645) |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Treasury stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance at Dec. 31, 2016 | $ 1,909,636 | $ 121 | $ (9,646) | $ 3,280,905 | $ (7,049) | $ (1,354,695) |
Common shares, beginning balance (in shares) at Dec. 31, 2016 | 120,526 | |||||
Treasury shares, beginning balance (in shares) at Dec. 31, 2016 | (465) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (37,956) | (37,956) | ||||
Other comprehensive loss, net of tax | 4,311 | 4,311 | ||||
Issuance of common stock on exercise of options (in shares) | 470 | |||||
Issuance of common stock on exercise of options | 6,853 | 6,853 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,449 | |||||
Issuance of common stock under employee stock purchase plan | 15,624 | $ 1 | 15,623 | |||
Issuance of restricted stock, net (in shares) | 916 | |||||
Issuance of restricted stock, net | 2 | $ 1 | 1 | |||
Equity-based compensation | 56,463 | 56,463 | ||||
Issuance of common stock in connection with Tivo Acquisition (in shares) | 24 | |||||
Issuance of common stock in connection with TiVo Acquisition | 536 | 536 | ||||
Dividends | (87,359) | (87,359) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (804) | |||||
Withholding taxes related to net share settlement of restricted awards | (15,094) | $ (15,094) | ||||
Ending balance at Dec. 31, 2017 | 1,853,016 | $ 123 | $ (24,740) | 3,273,022 | (2,738) | (1,392,651) |
Common shares, ending balance (in shares) at Dec. 31, 2017 | 123,385 | |||||
Treasury shares, ending balance (in shares) at Dec. 31, 2017 | (1,269) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Cumulative effect adjustment | 31,412 | 31,412 | ||||
Net loss | (349,348) | (349,348) | ||||
Other comprehensive loss, net of tax | (1,131) | (1,131) | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,150 | |||||
Issuance of common stock under employee stock purchase plan | 12,854 | $ 2 | 12,852 | |||
Issuance of restricted stock, net (in shares) | 1,246 | |||||
Issuance of restricted stock, net | 1 | $ 1 | ||||
Equity-based compensation | 42,328 | 42,328 | ||||
Dividends | (88,807) | (88,807) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (537) | |||||
Withholding taxes related to net share settlement of restricted awards | (7,384) | $ (7,384) | ||||
Ending balance at Dec. 31, 2018 | $ 1,492,941 | $ 126 | $ (32,124) | 3,239,395 | (3,869) | (1,710,587) |
Common shares, ending balance (in shares) at Dec. 31, 2018 | 125,781 | 125,781 | ||||
Treasury shares, ending balance (in shares) at Dec. 31, 2018 | (1,806) | (1,806) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (410,067) | (410,067) | ||||
Other comprehensive loss, net of tax | 257 | 257 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 1,343 | |||||
Issuance of common stock under employee stock purchase plan | 10,872 | $ 1 | 10,871 | |||
Issuance of restricted stock, net (in shares) | 2,092 | |||||
Issuance of restricted stock, net | 2 | $ 2 | ||||
Equity-based compensation | 29,299 | 29,299 | ||||
Dividends | (42,573) | (42,573) | ||||
Equity component related to repurchase of 2020 Convertible Notes | (996) | (996) | ||||
Withholding taxes related to net share settlement of restricted stock units (in shares) | (744) | |||||
Withholding taxes related to net share settlement of restricted awards | (6,052) | $ (6,052) | ||||
Ending balance at Dec. 31, 2019 | $ 1,073,683 | $ 129 | $ (38,176) | $ 3,235,996 | $ (3,612) | $ (2,120,654) |
Common shares, ending balance (in shares) at Dec. 31, 2019 | 129,216 | 129,216 | ||||
Treasury shares, ending balance (in shares) at Dec. 31, 2019 | (2,550) | (2,550) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | |||
Net loss | $ (410,067) | $ (349,348) | $ (37,956) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss (Income) from discontinued operations, net of tax | 4,793 | (3,715) | 0 |
Depreciation | 21,247 | 21,464 | 22,144 |
Amortization of intangible assets | 112,727 | 147,336 | 166,657 |
Amortization of convertible note discount and note issuance costs | 15,231 | 15,546 | 14,781 |
Restructuring and asset impairment charges | 7,741 | 10,061 | 19,048 |
Goodwill impairment | 354,561 | 269,000 | 0 |
Equity-based compensation | 28,705 | 39,779 | 52,561 |
Change in fair value of interest rate swaps | 3,290 | (6,895) | (10,216) |
TiVo Acquisition litigation | 0 | 0 | 14,006 |
Loss on debt extinguishment | 2,152 | 0 | 108 |
Loss on debt modification | 0 | 0 | 929 |
Deferred income taxes | (12,056) | (6,591) | (27,193) |
Other operating, net | 4,843 | 1,375 | (3,033) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,820) | 51,500 | (31,900) |
Inventory | 1,860 | 4,132 | 1,605 |
Prepaid expenses and other current assets and other long-term assets | 4,420 | 6,000 | (52,122) |
Right-of-use assets, net of lease liabilities | (1,032) | 0 | 0 |
Accounts payable and accrued expenses and other long-term liabilities | 3,687 | (24,834) | (18,948) |
Taxes payable | (1,143) | 2,163 | 627 |
Unearned revenue | (16,806) | (17,901) | 20,986 |
Net cash provided by operating activities - Continuing operations | 118,333 | 159,072 | 132,084 |
Net cash used in operating activities - Discontinued operations | (4,912) | (524) | 0 |
Net cash provided by operating activities - Continuing operations | 113,421 | 158,548 | 132,084 |
Investing activities: | |||
Payments for purchase of short- and long-term marketable securities | (75,194) | (201,242) | (148,591) |
Proceeds from sales or maturities of securities | 261,041 | 194,193 | 173,275 |
Return of cash paid for TiVo Acquisition | 0 | 0 | 25,143 |
Payment to Dissenting Holders in TiVo Acquisition | 0 | 0 | (117,030) |
Payments for purchase of property and equipment | (17,453) | (23,868) | (37,962) |
Payments for acquisition of patents | (6,850) | (1,700) | (2,000) |
Other investing, net | 0 | 19 | (334) |
Net cash provided by (used in) investing activities | 161,544 | (32,598) | (107,499) |
Financing activities: | |||
Proceeds from issuance of long-term debt, net of issuance costs | 692,266 | 0 | 681,552 |
Principal payments on long-term debt | (717,875) | (7,000) | (689,500) |
Payments for dividends | (42,493) | (88,976) | (87,108) |
Payments for contingent consideration and deferred holdback | 0 | (1,874) | (2,650) |
Payments for withholding taxes related to net settlement of restricted awards | (6,052) | (7,384) | (15,094) |
Proceeds from employee stock purchase plan and exercise of employee stock options | 10,872 | 12,854 | 22,481 |
Net cash used in financing activities | (63,282) | (92,380) | (90,319) |
Effect of exchange rate changes on cash and cash equivalents | 81 | (580) | 2,072 |
Net increase (decrease) in cash and cash equivalents | 211,764 | 32,990 | (63,662) |
Cash and cash equivalents at beginning of period | 161,955 | 128,965 | 192,627 |
Cash and cash equivalents at end of period | $ 373,719 | $ 161,955 | $ 128,965 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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" or "TiVo"), 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 bringing entertainment together, making entertainment content easy to find, watch and enjoy. TiVo provides a broad set of cloud-based services, embedded software solutions and intellectual property that bring entertainment together for the watchers, creators and advertisers. For the creators and advertisers, TiVo's products deliver a passionate group of watchers to increase viewership and engagement across online video, TV and other entertainment viewing platforms. Our products and innovations are protected by broad portfolios of licensable technology patents. These portfolios cover many aspects of content discovery, digital video recorder ("DVR"), VOD and OTT experiences, multi-screen viewing, mobile device video experiences, entertainment personalization, voice interaction, social and interactive applications, data analytics solutions and advertising. On May 9, 2019, the Company announced that its Board of Directors unanimously approved a plan to separate the Product and Intellectual Property Licensing businesses into separately traded public companies (the “Separation”). The Separation was expected to be completed through a dividend of newly issued shares of the common stock of a Company subsidiary that would hold the Product business (“ ProductCo ”). On December 18, 2019, the Company and Xperi Corporation (“Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Xperi Merger Agreement”), pursuant to which TiVo and Xperi have agreed, subject to the terms and conditions of the Xperi Merger Agreement, to effect an all-stock, merger of equals strategic combination of their respective businesses (the " Xperi Combination "). The board of directors of each of TiVo and Xperi have approved the Xperi Combination Agreement and the transactions contemplated thereby. The Xperi Combination is subject to certain customary approvals, including the approval of shareholders of TiVo and Xperi, and is expected to be completed by June 30, 2020. Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the 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. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date. Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $3.6 million and $3.5 million as of December 31, 2019 and 2018 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets. Concentrations of Risk The TiVo service is enabled using a DVR manufactured by a third-party. The Company also relies on third parties with whom it outsources supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. Cash, Cash Equivalents and Investments Highly liquid investments with original maturities at the date of acquisition of three months or less are considered cash equivalents. The majority of payments due from banks for third-party credit card, debit card and electronic benefit transactions ("EBT") process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card and EBT transactions that process in less than three days are classified as cash and cash equivalents. As of December 31, 2019 and 2018, Cash and cash equivalents includes payments due from banks for these transactions of $0.9 million and $0.9 million , respectively. Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets. Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations. Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations. Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets. The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive income (loss), net of tax in the Consolidated Statements of Comprehensive Loss. Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations. Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations. Accounts Receivable The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection. A receivable related to revenue recognized for multi-year licenses is recognized when the Company has an unconditional right to invoice and receive payment in the future related to those licenses. Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days. When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component. As the primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, significant financing components are generally not identified in the Company’s contracts with customers. Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. Inventory Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions. Contract Assets Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets for unbilled receivables are included in Accounts receivable, net in the Consolidated Balance Sheets . Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. The incremental costs of obtaining a contract with a customer are recognized as an asset when the expected period of benefit is greater than one year. The incremental costs of obtaining a contract with a customer are amortized on a straight-line basis over a period of time commensurate with the period of benefit, generally three to five years , which considers the transfer of goods or services to which the assets relate, technological developments during the period of benefit, customer history and other factors. The period of benefit is generally the estimated life of the customer relationship if renewals are expected, and may exceed the contract term. Amortization of the capitalized incremental costs of obtaining a contract with a customer is included in Selling, general and administrative expenses in the Consolidated Statements of Operations. Contract assets are classified as current or noncurrent in the Consolidated Balance Sheets based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews. Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether the Company intends to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts. For assets held for sale, to the extent the asset group's carrying amount is greater than its fair value less cost to sell, an impairment loss is recognized for the difference. Assets held for sale are separately presented in the Consolidated Balance Sheets at the lower of their carrying amount or fair value less cost to sell, and are no longer depreciated. Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally 5 years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. Indefinite-Lived Intangible Assets and Goodwill Indefinite-lived intangible assets and Goodwill are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of an indefinite-lived intangible asset or a reporting unit is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of an indefinite-lived intangible asset or a reporting unit is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. When required to estimate the fair value of an indefinite-lived intangible asset, an income approach, such as a relief-from-royalty technique, is used. Estimating the fair value of an indefinite-lived intangible asset considers the amount and timing of the future cash flows associated with the asset, the expected long-term growth rate, assumed royalty rates, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. If the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is not impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. In 2019, the fair value of the Product reporting unit and the Intellectual Property Licensing reporting unit was estimated using an income approach. In 2018, the fair value of the Product reporting unit was estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit was estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flows and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. 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 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 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. Contract Liabilities, including Unearned Revenue Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions to the TiVo service and multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. Unearned revenue arises when cash payments are received or due, including amounts which are refundable, in advance of performance. Contract liabilities exclude amounts expected to be refunded. Payment terms and conditions vary by contract type, location of customer and the products or services offered. For certain products or services and customer types, payment before the products or services are delivered to the customer is required. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax expense (benefit) includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. Revenue Recognition General Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of taxes collected from customers which are subsequently remitted to governmental authorities. Depending on the terms of the contract, a portion of the consideration received may be deferred because of a requirement to satisfy a future obligation. Stand-alone selling price for separate performance obligations is based on observable prices charged to customers for goods or services sold separately or the cost-plus-a-margin approach when observable prices are not available, considering overall pricing objectives. Arrangements with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Consolidated Statements of Operations during a given period. Contract Modifications Contracts may be modified due to changes in contract specifications or customer requirements. Contract modifications occur when the change in terms either creates new enforceable rights and obligations or changes existing enforceable rights and obligations. The effect of a contract modification for goods and services that are not distinct in the context of the contract on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract modifications that result in goods or services that are distinct from the existing goods or services are accounted for as separate contracts if they are sold at their stand-alone selling price, or otherwise prospectively. Variable Consideration When a contract with a customer includes a variable transaction price, an estimate of the consideration to which the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach. Under either approach to estimating variable consideration, the estimate considers all information (historical, current and forecast) that is reasonably available at contract inception. The amount of variable consideration is estimated at contract inception and updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. Certain payments to retailers and distributors, such as market development funds and revenue shares, are treated as a reduction of the transaction price, and therefore revenue, rather than Selling, general and administrative expense. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of intellectual property, or when a license of intellectual property is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Significant Judgments Determining whether promises to transfer multiple goods and services in contracts with customers are considered distinct performance obligations that should be accounted for separately requires significant judgment, including related to the level of integration and interdependency between the performance obligations. In addition, judgment is necessary to allocate the transaction price to the distinct performance obligations, including whether there is a discount or significant financing component to be allocated based on the relative stand-alone selling price of the various performance obligations. Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation when an observable price is not available. In instances where stand-alone selling price is not directly observable, such as when the Company does not sell the good or service separately, the stand-alone selling price is determined using a range of inputs that includes market conditions and other observable inputs. More than one stand-alone selling price may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. Due to the nature of the work required to be performed on some performance obligations, significant judgment may be required to determine the transaction price. It is common for the Company's license agreements to contain provisions that can either increase or decrease the transaction price. These variable amounts are generally estimated based on usage. In addition to estimating variable consideration, significant judgment is necessary to identify forms of variable consideration, determine whether the variable consideration relates to a sales-based or usage-based royalty of intellectual property and determine whether and when to include estimates of variable consideration in the transaction price. Some hardware products are sold with a right of return and in other circumstances, other credits or incentives may be provided such as consideration (sales incentives) given to customers or resellers, which are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns, credits and incentives are made at contract inception and updated each reporting period. In contracts where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of software, the Company recognizes revenue as progress toward completion occurs using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Significant judgment is required to estimate the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement. On an ongoing basis, management evaluates its estimates, inputs and assumptions related to revenue recognition. Using different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operat |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the year ended December 31, 2019 , the Company recognized a Loss from discontinued operations, net of tax, of $4.8 million as a result of executing a settlement agreement during the period associated with a previous business disposal and associated legal defense costs. In the year ended December 31, 2018 , the Company recognized Income from discontinued operations, net of tax, of $3.7 million as a result of the expiration of certain indemnification obligations and the execution of settlement agreements during the period associated with previous business disposals, partially offset by an increase in legal defense costs. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 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): December 31, 2019 December 31, 2018 Raw materials $ 133 $ 864 Finished goods 3,064 6,585 Inventory $ 3,197 $ 7,449 Property and equipment, net Components of Property and equipment, net were as follows (in thousands): December 31, 2019 December 31, 2018 Computer software and equipment $ 156,335 $ 148,935 Leasehold improvements 50,941 47,431 Furniture and fixtures 10,054 9,494 Property and equipment, gross 217,330 205,860 Less: Accumulated depreciation and amortization (169,066 ) (152,274 ) Property and equipment, net $ 48,264 $ 53,586 Property and equipment, net by geographic area was as follows (in thousands): December 31, 2019 December 31, 2018 United States $ 41,125 $ 44,516 Rest of the world 7,139 9,070 Property and equipment, net $ 48,264 $ 53,586 As of December 31, 2019 and 2018 , India accounted for 9% and 13% , respectively, of Property and equipment, net . Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): December 31, 2019 December 31, 2018 Accounts payable $ 11,801 $ 2,180 Accrued compensation and benefits 44,456 46,466 Other accrued liabilities 69,992 56,335 Accounts payable and accrued expenses $ 126,249 $ 104,981 Interest income and other, net Components of Interest income and other, net were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Interest income $ 5,939 $ 5,232 $ 3,122 Foreign currency loss (1,128 ) (550 ) (1,574 ) Equity method income (loss) 1,572 996 (451 ) Other income, net 2,143 4 1,818 Interest income and other, net $ 8,526 $ 5,682 $ 2,915 Supplemental cash flow information (in thousands): Year Ended December 31, 2019 2018 2017 Cash paid during the period for: Income taxes, net of refunds $ 27,298 $ 17,906 $ 17,660 Interest $ 33,896 $ 32,462 $ 26,567 Significant noncash transactions: Fair value of shares issued in connection with the TiVo Acquisition $ — $ — $ 536 Patents acquired as part of a licensing agreement $ 7,086 $ 16,000 $ — |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of Amended Revenue and Cost Recognition Guidance The Company adopted the provisions of the amended revenue recognition guidance described in Note 1 using the modified retrospective transition approach on January 1, 2018. As such, the amended revenue recognition guidance was applied to those contracts which were not completed as of December 31, 2017 . Results for periods beginning after December 31, 2017 are presented under the amended revenue recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the previous revenue recognition guidance. In addition, the Company adopted amended guidance related to the capitalization and amortization of incremental costs to obtain a contract with a customer and guidance for the de-recognition of prepaid stored-value product liabilities, such as gift cards, each as described in Note 1 using the modified retrospective transition approach on January 1, 2018. The cumulative effect of these changes on the Consolidated Balance Sheets on adoption was as follows (in thousands): Contracts with Customers Costs to Obtain Contracts with Customers De-recognition of Prepaid Stored Value Product Liabilities December 31, 2017 January 1, 2018 Accounts receivable, net $ 180,768 $ 24,177 $ — $ — $ 204,945 Prepaid expenses and other current assets 34,751 (2,705 ) 525 — 32,571 Other long-term assets 71,641 (4,419 ) 819 — 68,041 Accounts payable and accrued expenses (135,852 ) — — 2,155 (133,697 ) Unearned revenue (55,393 ) 11,208 — — (44,185 ) Deferred tax liabilities, net (50,356 ) (348 ) — — (50,704 ) Accumulated deficit 1,392,651 (27,913 ) (1,344 ) (2,155 ) 1,361,239 The most significant impact of the amended revenue recognition guidance relates to the accounting for software arrangements. Under prior industry-specific software revenue recognition guidance, when the Company concluded it did not have vendor-specific objective evidence ("VSOE") of fair value for the undelivered elements of an arrangement, revenue was deferred until the last element without VSOE was delivered. The amended revenue recognition guidance eliminated the concept of VSOE of fair value. The amended revenue recognition guidance requires an evaluation of whether the undelivered elements are distinct performance obligations and, therefore, should each be recognized separately when delivered. On adoption of the amended revenue recognition guidance, the Company accounted for the software and support elements of the TiVo Solutions international MSO agreements as two distinct performance obligations. These agreements contain minimum guarantees, and on adoption of the amended revenue recognition guidance, $34.4 million of these minimums were recorded as an increase in Accounts receivable, net and a reduction to Accumulated deficit as the software was delivered prior to the date of adoption. The amended revenue recognition guidance also requires the Company to record revenue related to fixed-fee patent licensing agreements that do not provide the right to future patented technologies acquired by the Company during the term of the license when access to the existing patented technology is granted to the licensee. Under prior revenue recognition guidance, the Company recognized revenue from this type of fixed-fee license agreement on a straight-line basis over the term of the agreement. On adoption of the amended revenue recognition guidance, the Company recorded a $10.2 million reduction in Unearned revenue and Accumulated deficit for this type of fixed-fee license agreement. The amended revenue recognition guidance includes specific guidance for contract modifications. Based on the nature of the modification, the revenue recognized for the contract may be updated on a cumulative catch-up basis on execution of the modification or updated prospectively as a result of the modification. For certain contract modifications, this accounting treatment differs from the accounting treatment in accordance with previous revenue recognition guidance. Prior to the adoption of the amended revenue recognition guidance, the Company recognized revenue from per-unit royalty licenses with certain CE manufacturers and third party IPG providers in the period the licensee reported its sales to the Company, which was generally in the month or quarter after the underlying sales by the licensee occurred. On adoption of the amended revenue recognition guidance, revenue from per-unit royalty licenses is recognized in the period in which the licensee's sales are estimated to have occurred, limited to the amount of revenue that is not subject to a significant risk of reversal, which results in an adjustment to revenue when actual amounts are subsequently reported by the Company's licensees. Pursuant to the amended cost capitalization guidance, incremental costs to obtain a contract with a customer are capitalized and amortized over a period of time commensurate with the expected period of benefit, which may exceed the contract term. Prior to the adoption of the amended cost capitalization guidance, the Company expensed incremental costs to obtain a contract with a customer as incurred. The impact of adoption of the amended revenue and cost recognition guidance on the Consolidated Statements of Operations was as follows (in thousands): Year Ended December 31, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 695,865 $ 713,142 $ (17,277 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 169,149 171,898 (2,749 ) Selling, general and administrative 181,047 181,245 (198 ) Loss from continuing operations before income taxes (339,011 ) (324,681 ) (14,330 ) Income tax expense 14,052 15,561 (1,509 ) Loss from continuing operations, net of tax (353,063 ) (340,242 ) (12,821 ) Practical Expedients and Exemptions The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less. The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of Selling, general and administrative expenses when the amortization period would have been one year or less. The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of less than one year, contracts for which revenue is recognized based on the amount which the Company has the right to invoice for services performed and amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. Revenue Details The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by significant customer, contract-type, geographic area and product offering (presented in Note 14 ). 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: Year Ended December 31, 2019 2018 2017 AT&T Inc. ("AT&T") 11 % 10 % 14 % Substantially all revenue from AT&T is reported in the Intellectual Property Licensing segment. By segment, the pattern of revenue recognition was as follows (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2018 Product Intellectual Property Licensing Total Revenues, net Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 73,948 $ 125,194 $ 199,142 $ 104,803 $ 110,679 $ 215,482 Goods and services transferred over time 277,033 148,249 425,282 295,927 161,230 457,157 Out-of-license settlements — 43,705 43,705 — 23,226 23,226 Total Revenues, net $ 350,981 $ 317,148 $ 668,129 $ 400,730 $ 295,135 $ 695,865 Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 448,630 $ 464,364 $ 616,883 Canada 68,136 39,997 37,680 Rest of the world 151,363 191,504 171,893 Total Revenues, net $ 668,129 $ 695,865 $ 826,456 Revenue by geographic area is predominately based on the end user's location. Other than the U.S. and Canada, no country accounted for more than 10% of Total Revenues, net for the year ended December 31, 2019 . Other than the U.S., no country accounted for more than 10% of Total Revenues, net for the years ended December 31, 2018 and 2017 . Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): December 31, 2019 December 31, 2018 Accounts receivable, gross $ 160,139 $ 155,708 Less: Allowance for doubtful accounts (2,123 ) (2,842 ) Accounts receivable, net $ 158,016 $ 152,866 As of December 31, 2019 and 2018 , AT&T represented 19% and 18% of Accounts receivable, net , respectively. Other than AT&T , no customer accounted for more than 10% of Accounts receivable, net as of December 31, 2019 and 2018 . Allowance for Doubtful Accounts Changes in the Allowance for Doubtful Accounts were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ (2,842 ) $ (2,575 ) $ (1,963 ) Provision for bad debt (671 ) (579 ) 1,726 Deductions and write-offs, net 1,390 312 (2,338 ) Balance at end of period $ (2,123 ) $ (2,842 ) $ (2,575 ) 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. Substantially all unbilled amounts are expected to be invoiced to the customer within the next 12 months. 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 Consolidated Balance Sheets as follows (in thousands): December 31, 2019 December 31, 2018 Accounts receivable, net $ 51,433 $ 35,115 Prepaid expenses and other current assets 2,600 1,654 Other long-term assets 11,514 8,532 Total contract assets, net $ 65,547 $ 45,301 No impairment losses were recognized with respect to contract assets for the years ended December 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 year ended December 31, 2019 , the Company recognized $44.2 million of revenue that had been included in Unearned revenue as of December 31, 2018 . As of December 31, 2019 , approximately $662.7 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: 31% in 2020, 20% in 2021, 15% in 2022, 13% in 2023, 11% in 2024 and 11% thereafter. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Fair Value Hierarchy The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in a fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety: • Level 1. Quoted prices in active markets for identical assets or liabilities. • Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs. • Level 3. Unobservable inputs for the asset or liability. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. For the years ended December 31, 2019, 2018 and 2017 , there were no transfers between levels of the fair value hierarchy. Recurring Fair Value Measurements Assets The amortized cost and fair value of cash, cash equivalents and marketable securities by significant investment category, as well as their classification on the Consolidated Balance Sheets were as follows (in thousands): As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 119,349 $ — $ — $ 119,349 $ 119,349 $ — $ — Level 1: Money market funds 226,111 — — 226,111 226,111 — — Level 1 Subtotal 226,111 — — 226,111 226,111 — — Level 2: Corporate debt securities 40,522 — (1 ) 40,521 16,280 24,241 — U.S. Treasuries / Agencies 39,009 32 (10 ) 39,031 11,979 27,052 — Level 2 Subtotal 79,531 32 (11 ) 79,552 28,259 51,293 — Total assets $ 424,991 $ 32 $ (11 ) $ 425,012 $ 373,719 $ 51,293 $ — As of December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 40,125 $ — $ — $ 40,125 $ 40,125 $ — $ — Level 1: Money market funds 121,830 — — 121,830 121,830 — — Level 1 Subtotal 121,830 — — 121,830 121,830 — — Level 2: Corporate debt securities 114,159 1 (400 ) 113,760 — 90,753 23,007 U.S. Treasuries / Agencies 118,497 70 (164 ) 118,403 — 68,203 50,200 Level 2 Subtotal 232,656 71 (564 ) 232,163 — 158,956 73,207 Total assets $ 394,611 $ 71 $ (564 ) $ 394,118 $ 161,955 $ 158,956 $ 73,207 The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands): December 31, 2019 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 7,003 $ (1 ) $ — $ — $ 7,003 $ (1 ) U.S. Treasuries / Agencies 11,979 (1 ) 16,497 (9 ) 28,476 (10 ) Marketable securities $ 18,982 $ (2 ) $ 16,497 $ (9 ) $ 35,479 $ (11 ) December 31, 2018 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 52,617 $ (170 ) $ 46,991 $ (230 ) $ 99,608 $ (400 ) U.S. Treasuries / Agencies 68,519 (82 ) 19,160 (82 ) 87,679 (164 ) Marketable securities $ 121,136 $ (252 ) $ 66,151 $ (312 ) $ 187,287 $ (564 ) As of December 31, 2019 and 2018 , Other long-term assets include equity securities accounted for under the equity method with a carrying amount of $3.7 million and $2.2 million , respectively, and equity securities without a readily determinable fair value with a carrying amount of $0.4 million and $1.5 million , respectively. During the year ended December 31, 2019 , the Company realized a gain from the sale of equity securities without a readily determinable fair value of $2.0 million . No impairments or adjustments to the carrying amount of the Company's equity securities without a readily determinable fair value were recognized in the years ended December 31, 2019 and 2018 . For the year ended December 31, 2017, an impairment loss of $1.2 million was recognized on the Company's equity securities without a readily determinable fair value. Liabilities Liabilities reported at fair value in the Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2019 December 31, 2018 Significant Other Significant Other Liabilities Other long-term liabilities Interest rate swaps $ (6,120 ) $ (3,012 ) Total Liabilities $ (6,120 ) $ (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): Year Ended December 31, 2018 2017 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) Sales (10,715 ) — — — Settlements — 1,874 — 2,650 Transfers out (a) — 1,700 — — Gain (loss) included in earnings (85 ) (1,340 ) — 389 Unrealized loss reclassified on sale 216 — — — Unrealized gains included in other comprehensive income — — 216 — Balance at end of period $ — $ — $ 10,584 $ (2,234 ) (a) During the year ended December 31, 2018 , $1.7 million related to the Cubiware Contingent Consideration was reclassified to a contingent liability that is not measured at fair value. For the year ended December 31, 2018 , the Loss included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense related to remeasurement of the liability as a $1.1 million loss, respectively, and in Interest expense related to accretion of the liability to future value of $0.2 million . For the year ended December 31, 2017 , the Gain included in earnings related to the Cubiware contingent consideration liability is included in Selling, general and administrative expense related to remeasurement of the liability as a $1.0 million gain and in Interest expense related to accretion of the liability to future value of $0.6 million . Nonrecurring Fair Value Measurements As part of the goodwill impairment tests performed for the years ended December 31, 2019 and 2018 , the Product and Intellectual Property Licensing reporting units were measured at fair value, resulting in Goodwill impairment charges of $354.6 million and $269.0 million , respectively. The unobservable inputs used to estimate the fair value of the Product and Intellectual Property Licensing reporting units include projected revenue growth rates, future operating margins and risk-adjusted discount rates, and, accordingly, these measurements would be classified in Level 3 of the fair value hierarchy. The Goodwill impairment charge and the valuation techniques used to estimate reporting unit fair values are more fully described in Note 1 and Note 6 . In May 2017, TiVo Corporation vacated a portion of a leased facility as part of its ongoing TiVo Integration Restructuring Plan (as described in Note 7) resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. The fair value of the impaired assets was estimated using a discounted cash flow analysis that incorporated among other items, the timing and amount of expected future cash flows associated with the assets, income tax rates and economic and market conditions, as well as a risk adjusted discount rate. The fair value of the impaired assets would be classified in Level 2 of the fair value hierarchy. Valuation Techniques The fair value of marketable securities 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): December 31, 2019 December 31, 2018 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 292,699 $ 292,419 $ 326,640 $ 316,538 2021 Convertible Notes 48 48 48 48 2019 Term Loan Facility 692,792 736,110 — — Term Loan Facility B — — 665,449 633,404 Total Long-term debt $ 985,539 $ 1,028,577 $ 992,137 $ 949,990 (a) If reported at fair value in the Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): December 31, 2019 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.1 years $ 1,065,506 $ (855,934 ) $ 209,572 Existing contracts and customer relationships 12.3 years 402,695 (216,148 ) 186,547 Content databases and other 4.0 years 57,410 (52,475 ) 4,935 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,533,911 (1,132,857 ) 401,054 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,547,911 $ (1,132,857 ) $ 415,054 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 In the year ended December 31, 2019 , the Company acquired patent portfolios for an aggregate cost of $14.0 million . The patent portfolios acquired in 2019 were obtained for $7.1 million as consideration in a licensing agreement and for $6.9 million in cash payments. The Company accounted for the patent portfolios acquired as asset acquisitions and is amortizing the purchase prices over a weighted average period of nine years . In the year ended December 31, 2018 , the Company acquired patent portfolios for an aggregate cost of $17.7 million . The patent portfolios acquired in 2018 were obtained for $16.0 million as consideration in a licensing agreement and for a $1.7 million cash payment. The Company accounted for the patent portfolios acquired as asset acquisitions and is amortizing the purchase price over a weighted average period of ten years . During the year ended December 31, 2017 , the Company acquired a portfolio of patents for $2.0 million in cash. The Company accounted for the patent portfolio acquired as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . Estimated Amortization of Finite-Lived Intangible Assets As of December 31, 2019 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2020 $ 112,512 2021 69,744 2022 42,026 2023 24,852 2024 21,851 Thereafter 130,069 Total $ 401,054 Goodwill Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill by reportable segment were as follows (in thousands): Product Intellectual Property Licensing Total December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Impairment (269,000 ) — (269,000 ) Foreign currency translation 116 — 116 December 31, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 Impairment (99,828 ) (254,733 ) (354,561 ) Foreign currency translation 43 — 43 December 31, 2019 $ 153,226 $ 1,036,599 $ 1,189,825 Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of each reporting unit. Following the Company's announcement of the Xperi Combination in December 2019, management concluded sufficient indicators of potential impairment were identified and that it was more-likely-than-not that goodwill was impaired and that a quantitative interim goodwill impairment test should be performed as of December 31, 2019 for the Product and Intellectual Property Licensing reporting units. Although the long-range forecasts for the Product and Intellectual Property Licensing reporting units did not materially change from those used in performing the quantitative interim goodwill impairment test as of September 30, 2019, the fair value decreased. The decrease in fair value was primarily due to the elimination of an assumed control premium from the fair value estimate following execution of the Xperi Merger Agreement. Based on this decline in fair value, a Goodwill impairment charge of $217.1 million was recognized during the three months ended December 31, 2019 , of which $20.5 million related to the Product reporting unit and $196.6 million related to the Intellectual Property Licensing reporting unit. During September 2019, sufficient indicators of potential impairment were identified that management concluded it was more-likely-than-not that goodwill was impaired and quantitative interim goodwill impairment tests should be performed as of September 30, 2019 for the Product and Intellectual Property Licensing reporting units. Indicators of potential impairment included a significant and sustained decline in the trading price of TiVo's common stock, as well as lower-than-previously forecast revenue and profitability levels for the Product reporting unit and downward revisions to this reporting unit's short- and long-term forecasts. The forecast revisions for the Product reporting unit were identified as part of TiVo's 2020 budgeting process and reflect lower expectations for its Platform Solutions products, including changes in both the market and business models internationally. The changes in such expectations related to revenue growth rates, current market trends, business mix, cost structure and other expectations about the anticipated short- and long-term operating results. As a result of the quantitative interim goodwill impairment tests performed as of September 30, 2019, Goodwill impairment charges of $137.5 million was recognized during the three months ended September 30, 2019, of which $79.3 million related to the Product reporting unit and $58.2 million related to the Intellectual Property Licensing reporting unit. The Goodwill impairment charge for the Intellectual Property Licensing reporting unit resulted from an increase in the discount rate used to estimate fair value due to the decline in the trading price of TiVo's common stock. During December 2018, sufficient indicators of potential impairment were identified that management concluded it was more-likely-than-not that goodwill was impaired and a quantitative interim goodwill impairment test should be performed as of December 31, 2018 for the Product and Intellectual Property Licensing reporting units. Indicators of potential impairment included a significant decline in the trading price of TiVo's common stock during the second half of the fourth quarter of 2018 and current market conditions, as well as lower-than-previously forecast revenue and profitability levels over a sustained period of time and downward revisions to management's short- and long-term forecasts. The forecast revisions were identified as part of TiVo's overall long-term forecasting process, which was substantially completed in December 2018. The revised forecast reflected lower expectations for the Company's Platform Solutions products, including changes in both the market and business models internationally, as well as the decision to eliminate certain analytic products. The changes in such expectations were related to revenue growth rates, current market trends, business mix, cost structure and other expectations about the anticipated short- and long-term operating results. As a result of the quantitative interim goodwill impairment test performed as of December 31, 2018 , a Goodwill impairment charge of $269.0 million was recognized related to the Product reporting unit. As a result of the quantitative interim goodwill impairment test performed as of December 31, 2018 , no Goodwill impairment charge was recognized related to the Intellectual Property Licensing reporting unit. Prior to completing the quantitative interim goodwill impairment test, TiVo tested the recoverability of long-lived assets other than goodwill assigned to the Product and Intellectual Property Licensing |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 12 Months Ended |
Dec. 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): Year Ended December 31, 2019 2018 2017 Facility-related costs $ (180 ) $ 340 $ 4,465 Severance costs 6,576 6,658 4,696 Share-based payments 375 3,039 2,663 Asset impairment 961 24 7,220 Contract termination costs and other 9 — 4 Restructuring and asset impairment charges $ 7,741 $ 10,061 $ 19,048 Components of accrued restructuring costs were as follows (in thousands): December 31, 2019 December 31, 2018 Facility-related costs $ — $ 264 Severance costs 2,264 3,996 Accrued restructuring costs $ 2,264 $ 4,260 The Company expects a substantial portion of the accrued restructuring costs to be paid by the end of 2020. 2019 Transformation Plan In connection with the May 2019 announcement of its plan to separate its Product and Intellectual Property Licensing business, the Company initiated certain activities to transform its business operations in order to execute the Separation (the " 2019 Transformation Plan "). As a result of the 2019 Transformation Plan , the Company expects to reduce headcount, move certain positions to lower cost locations, rationalize facilities and legal entities and terminate certain leases and other contracts. Restructuring activities related to the 2019 Transformation Plan for the year ended December 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 $ — $ 1,960 $ (1,355 ) $ — $ (2 ) $ 603 Share-based payments — 375 — (375 ) — — Other — 8 (8 ) — — — Total $ — $ 2,343 $ (1,363 ) $ (375 ) $ (2 ) $ 603 The process of completing the Xperi Combination and the 2019 Transformation Plan has been and is expected to continue to be time-consuming and involve significant costs and expenses. In addition to the restructuring costs associated with the 2019 Transformation Plan , the Company also recorded costs that do not qualify as restructuring expense related to the Separation, Transformation and Xperi Combination of $26.2 million during the year ended December 31, 2019 . These costs are primarily Selling, general and administrative costs and consist of employee-related costs, costs to establish certain stand-alone functions and information technology systems and other one-time transaction-related costs, including investment banking and consulting fees and other incremental costs directly associated with the prior Separation efforts and Xperi Combination . 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 moved certain positions to lower cost locations, eliminated layers of management and rationalized facilities resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities related to the Profit Improvement Plan were as follows (in thousands): December 31, 2019 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ (180 ) $ — $ 180 $ — $ — Severance costs 3,857 4,617 (6,916 ) — (36 ) 1,522 Asset impairment — 961 — (961 ) — — Total $ 3,857 $ 5,398 $ (6,916 ) $ (781 ) $ (36 ) $ 1,522 December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (47 ) $ — $ — $ — Severance costs — 6,541 (2,668 ) — (16 ) 3,857 Share-based payments — 3,039 — (3,039 ) — — Asset impairment — 24 — (24 ) — — Total $ — $ 9,651 $ (2,715 ) $ (3,063 ) $ (16 ) $ 3,857 The Profit Improvement Plan was substantially complete as of December 31, 2019 . Previous Restructuring Plans TiVo Integration Restructuring Plan Following completion of the TiVo Acquisition , TiVo Corporation began implementing integration plans that were intended to realize operational synergies between Rovi and TiVo Solutions (the " TiVo Integration Restructuring Plan "). As a result of these integration plans, the Company eliminated duplicative positions resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities related to the TiVo Integration Restructuring Plan were as follows (in thousands): December 31, 2019 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 110 $ — $ (47 ) $ — $ (63 ) $ — Total $ 110 $ — $ (47 ) $ — $ (63 ) $ — December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (230 ) $ — $ (51 ) $ 110 Severance costs 448 115 (564 ) — 1 — Total $ 559 $ 395 $ (794 ) $ — $ (50 ) $ 110 December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Asset impairment — 7,220 — (7,220 ) — — Contract termination costs and other 63 4 (67 ) — — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 The TiVo Integration Restructuring Plan was completed as of December 31, 2018 . 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 . Immaterial Restructuring and asset impairment charges were recognized related to these plans for the year ended December 31, 2018 . For the year ended December 31, 2017 , Restructuring and asset impairment charges of $0.6 million were recognized in the Consolidated Statements of Operations related to these plans. As of December 31, 2019 and 2018 , Accrued restructuring costs of $0.1 million and $0.3 million , respectively, are included in the Consolidated Balance Sheets related to the Legacy Rovi |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 12 Months Ended |
Dec. 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): December 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 $ 295,000 $ 292,699 $ 345,000 $ 326,640 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 2019 Term Loan Facility Variable November 22, 2019 November 22, 2024 715,000 692,792 — — Term Loan Facility B Variable July 2, 2014 NA — — 668,500 665,449 Total Long-term debt $ 1,010,048 985,539 $ 1,013,548 992,137 Less: Current portion of long-term debt 343,035 373,361 Long-term debt, less current portion $ 642,504 $ 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. In June 2019, the Company repurchased $50.0 million of outstanding principal of the 2020 Convertible Notes for $49.4 million . The Company allocated $48.4 million of the repurchase price to the liability component and the remaining $1.0 million to the equity component of the 2020 Convertible Notes . The Company accounted for the repurchase as a partial debt extinguishment and recognized a Loss on debt extinguishment of $0.1 million during the three months ended June 30, 2019 from writing off unamortized debt discount and issuance costs related to the repurchase. The 2020 Convertible Notes were convertible at an initial conversion rate of 34.5968 shares of TiVo Corporation common stock per $1,000 of principal of notes, which was equivalent to an initial conversion price of $28.9044 per share of TiVo Corporation common stock. The conversion rate and conversion price are subject to adjustment pursuant to the 2015 Indenture , including as a result of dividends paid by TiVo Corporation . As of December 31, 2019 , the 2020 Convertible Notes are convertible at a conversion rate of 39.7348 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $25.1668 per share of TiVo Corporation common stock. On or after December 1, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal, at any time. In addition, during the 35 -day trading period following a Merger Event, as defined in the 2015 Indenture , holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal. On conversion, a holder will receive the conversion value of the 2020 Convertible Notes converted based on the conversion rate multiplied by the volume-weighted average price of TiVo Corporation ’s common stock over a specified observation period. On conversion, Rovi will pay cash up to the aggregate principal of the 2020 Convertible Notes converted and deliver shares of TiVo Corporation ’s common stock in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal of the 2020 Convertible Notes being converted. The conversion rate is subject to adjustment in certain events, including certain events that constitute a "Make-Whole Fundamental Change" (as defined in the 2015 Indenture ). In addition, if Rovi undergoes a "Fundamental Change" (as defined in the 2015 Indenture ) prior to March 1, 2020, holders may require Rovi to repurchase for cash all or a portion of the 2020 Convertible Notes at a repurchase price equal to 100% of the principal of the repurchased 2020 Convertible Notes , plus accrued and unpaid interest. The conversion rate is also subject to customary anti-dilution adjustments. The 2020 Convertible Notes are not redeemable prior to maturity by Rovi and no sinking fund is provided. The 2020 Convertible Notes are unsecured and do not contain financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the repurchase of other securities by Rovi . The 2015 Indenture includes customary terms and covenants, including certain events of default after which the 2020 Convertible Notes may be due and payable immediately. TiVo Corporation has separately accounted for the liability and equity components of the 2020 Convertible Notes . The initial carrying amount of the liability component was calculated by estimating the value of the 2020 Convertible Notes using TiVo Corporation ’s estimated non-convertible borrowing rate of 4.75% at the time the instrument was issued. The carrying amount of the equity component, representing the value of the conversion option, was determined by deducting the liability component from the principal of the 2020 Convertible Notes . The difference between the principal of the 2020 Convertible Notes and the liability component is considered a debt discount which is being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . The equity component of the 2020 Convertible Notes was recorded as a component of Additional paid-in capital in the Consolidated Balance Sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. Transaction costs of $7.6 million attributable to the liability component were recorded in Long-term debt, less current portion in the Consolidated Balance Sheets and are being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . Related to the 2020 Convertible Notes , the Consolidated Balance Sheets included the following (in thousands): December 31, 2019 December 31, 2018 Liability component Principal outstanding $ 295,000 $ 345,000 Less: Unamortized debt discount (2,031 ) (16,253 ) Less: Unamortized debt issuance costs (270 ) (2,107 ) Carrying amount $ 292,699 $ 326,640 Equity component $ 62,858 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Stated interest $ 1,594 $ 1,725 $ 1,725 Amortization of debt discount 12,809 13,246 12,645 Amortization of debt issuance costs 1,652 1,628 1,475 Total interest expense $ 16,055 $ 16,599 $ 15,845 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 December 31, 2019 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 11.7 million shares of TiVo Corporation 's common stock at an exercise price of $25.1668 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 December 31, 2019 , 13.0 million warrants were outstanding with an exercise price of $34.9541 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 December 31, 2019 , the 2021 Convertible Notes are convertible at a conversion rate of 24.8196 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 $34.0738 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. 2019 Term Loan Facility and Revolving Loan Credit Agreement On November 22, 2019, the Company, as borrower, and certain of the Company’s subsidiaries, as guarantors (together with the Company, collectively, the “Loan Parties”), entered into (i) a Credit and Guaranty Agreement (the “2019 Term Loan Facility”), with the lenders party thereto and HPS Investment Partners, LLC, as administrative agent and collateral agent and (ii) an ABL Credit and Guaranty Agreement (the “Revolving Loan Credit Agreement” and, together with the 2019 Term Loan Facility, the “2019 Credit Agreements”), with the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent and Wells Fargo Bank, National Association, as co-collateral agent. Under the 2019 Term Loan Facility, the Company borrowed $715.0 million , which matures on November 22, 2024. Loans under the 2019 Term Loan Facility bear interest, at the Company's option, at an interest rate equal to either (a) the London Interbank Offered Rate ("LIBOR"), plus (i) if TiVo’s Total Leverage Ratio (as defined in the 2019 Term Loan Facility) is greater than or equal to 3.50:1.00, 5.75% , (ii) if TiVo’s Total Leverage Ratio is greater than or equal to 3.00:1.00 but less than 3.50:100, 5.50% , or (iii) if TiVo’s Total Leverage Ratio is less than 3.00:1.00, 5.25% , in each case, subject to a 1.00% LIBOR floor or (b) the Base Rate (as defined in the 2019 Term Loan Facility), (i) if TiVo’s Total Leverage Ratio is greater than or equal to 3.50:1.00, 4.75% , (ii) if TiVo’s Total Leverage Ratio is greater than or equal to 3.00:1.00 but less than 3.50:100, 4.50% , or (iii) if TiVo’s Total Leverage Ratio is less than 3.00:1.00, 4.25% , in each case, subject to a 2.00% Base Rate floor. TiVo may voluntarily prepay the 2019 Term Loan Facility at any time subject to (i) a 3.00% prepayment premium if the loans are prepaid on or prior to November 22, 2020 and (ii) a 2.00% prepayment premium if the loans are prepaid on or prior to November 22, 2021. TiVo is required to make mandatory prepayments with (i) net cash proceeds from certain asset sales, (ii) net insurance or condemnation proceeds, (iii) net cash proceeds from issuances of debt (other than permitted debt), (iv) beginning with the fiscal year ending December 31, 2020, 50% of TiVo’s Consolidated Excess Cash Flow (as defined in the 2019 Term Loan Facility), (v) extraordinary receipts and (vi) certain net litigation proceeds, in each case, subject to certain exceptions. In the event the Xperi Combination is completed on or prior to November 22, 2020, TiVo would be required to repay the then-outstanding principal of the 2019 Term Loan Facility at par plus a 3.00% prepayment premium. On March 31, 2020, TiVo will be required to make a payment equal to 0.25% of the original principal amount of the 2019 Term Loan Facility. Thereafter, quarterly installments in an amount equal to 2.50% of the original principal amount of the 2019 Term Loan Facility are due, with any remaining balance payable on the final maturity date of the 2019 Term Loan Facility. The Company also entered into a $60.0 million Revolving Loan Credit Facility as part of the 2019 Credit Agreements, which expires on March 31, 2021. Availability of the Revolving Loan Credit Facility is based upon a borrowing base formula and periodic borrowing base certifications valuing certain of the Loan Parties’ accounts receivable as reduced by certain reserves, if any. There were no amounts outstanding under the Revolving Loan Credit Agreement at any time during the year ended December 31, 2019. Loans under the Revolving Loan Credit Facility bear interest, at TiVo’s option, at a rate equal to either (a) LIBOR, plus (i) if the average daily Specified Excess Availability (as defined in the Revolving Loan Credit Agreement) is greater than 66.67%, 1.50% , (ii) if the average daily Specified Excess Availability is greater than 33.33% but less than or equal to 66.66%, 1.75% , or (iii) if the average daily Specified Excess Availability is less than or equal to 33.33%, 2.00% , in each case, subject to a 0.00% LIBOR floor or (b) the Base Rate (as defined in the Revolving Loan Credit Agreement), (i) if the average daily Specified Excess Availability is greater than 66.67%, 0.50% , (ii) if the average daily Specified Excess Availability is greater than 33.33% but less than or equal to 66.66%, 0.75% , or (iii) if the average daily Specified Excess Availability is less than or equal to 33.33%, 1.00% , in each case, subject to a 1.00% Base Rate floor. Revolving loans may be borrowed, repaid and re-borrowed until March 31, 2021, when all outstanding amounts must be repaid. The 2019 Credit Agreements contain 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 2019 Credit Agreements are secured by substantially all of the Company's assets. 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 . In November 2019, in conjunction with entering into the 2019 Term Loan Facility , the outstanding principal balance of $621.9 million of Term Loan Facility B was repaid in full. 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 $682.5 million in proceeds from Refinancing Agreement No. 1 was used to repay existing loans under Term Loan Facility B in full. The borrowing terms for Refinancing Agreement No. 1 were substantially similar to the borrowing terms of Term Loan Facility B . However, loans under Refinancing Agreement No. 1 bore 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 was part of the Senior Secured Credit Facility . The Credit Agreement contained 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 was secured by substantially all of the Company's assets. The November 2019 repayment of the remaining outstanding principal balance Term Loan Facility B of $621.9 million was accounted for as a debt extinguishment. In addition, annually, the Company was required to make an additional principal payment on Term Loan Facility B , which was 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 required by Term Loan Facility B . The Company accounted for the Excess Cash Flow payment in February 2019 as a partial debt extinguishment. During the year ended December 31, 2019 , the Company recognized a Loss on debt extinguishment of $2.1 million from writing off unamortized debt discount and issuance costs related to the Excess Cash Flow payment and the final extinguishment of Term Loan Facility B . Financing for the Xperi Combination In connection with the execution of the Xperi Merger Agreement, TiVo and Xperi obtained a debt commitment letter (the “Commitment Letter”), dated December 18, 2019, with Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. and Royal Bank of Canada (“Royal Bank”), pursuant to which, Bank of America and Royal Bank have committed to provide a senior secured first lien term loan B facility in an aggregate principal amount of $1,100 million (the “Debt Financing”). On January 3, 2020, TiVo, Xperi, Bank of America, Royal Bank and Barclays Bank PLC (“Barclays”) entered into a supplement to the Commitment Letter to add Barclays as an additional initial lender and an additional joint lead arranger and joint bookrunner and to reallocate a portion of the debt commitments of Bank of America and Royal Bank under the Commitment Letter to Barclays. The proceeds from the Debt Financing may be used (i) to pay fees and expenses incurred in connection with the Merger and the related transactions, (ii) to finance the refinancing of certain existing indebtedness of TiVo and Xperi, and (iii) to the extent of any remaining amounts, for working capital and other general corporate purposes. Expected Principal Payments As of December 31, 2019 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2020 $ 350,413 2021 71,548 2022 71,500 2023 71,500 2024 445,087 Total $ 1,010,048 Interest Rate Swaps The Company issues long-term debt denominated in U.S. dollars based on market conditions at the time of financing and may enter into interest rate swaps to achieve a primarily fixed interest rate. Alternatively, the Company may choose not to enter into an interest rate swap or may terminate a previously executed interest rate swap if it believes a larger proportion of floating-rate debt would be beneficial. The Company has not designated any of its interest rate swaps as hedges for accounting purposes. The Company records interest rate swaps in the Consolidated Balance Sheets at fair value with changes in fair value recorded as (Loss) gain on interest rate swaps in the Consolidated Statements of Operations . Amounts are presented in the Consolidated Balance Sheets after considering the right of offset based on its master netting agreements. During the years ended December 31, 2019, 2018 and 2017 , the Company recorded a loss of $5.0 million and gains of $3.4 million and $1.9 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of December 31, 2019 and December 31, 2018 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 2019 December 31, 2018 Interest Rate Paid Interest Rate Received 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 | 12 Months Ended |
Dec. 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 provisions of 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 December 31, 2019 , the Company's leases have remaining lease terms of 6 months to 10 years and the Company has an option to terminate certain leases within the next 7 years . Additionally, certain leases include options to extend the lease term for up to 10 years . 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. Income from subleases is recognized as a reduction to Selling, general and administrative expenses. The components of operating lease costs were as follows (in thousands): Classification Year Ended December 31, 2019 Fixed lease cost $ 17,601 Variable lease cost 5,031 Short-term lease cost 426 Less: Sublease income (9,317 ) Total operating lease cost $ 13,741 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Operating cash flows: Cash paid for amounts included in the measurement of operating Lease liabilities $ 19,328 Non-cash activity: Right-of-use assets obtained in exchange for operating Lease liabilities $ 8,519 Derecognition of Right-of-use assets upon early termination of lease $ (2,373 ) Impairment of Right-of-use assets $ (591 ) Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate): December 31, 2019 Right-of-use assets $ 59,888 Lease liabilities - current $ 13,009 Lease liabilities - non current 61,603 Total Lease liabilities $ 74,612 Weighted average remaining lease term 6.0 years Weighted average discount rate 6.6 % Expected Lease Payments As of December 31, 2019 , aggregate expected lease payments were as follows (in thousands): Operating Lease Liabilities Sublease Income Net Operating Lease Payments 2020 $ 17,657 $ (5,823 ) $ 11,834 2021 16,406 (5,738 ) 10,668 2022 13,681 (5,909 ) 7,772 2023 11,681 (6,081 ) 5,600 2024 11,995 (6,256 ) 5,739 Thereafter 20,109 (7,214 ) 12,895 Total lease payments 91,529 (37,021 ) 54,508 Less: imputed interest (16,917 ) — (16,917 ) Total $ 74,612 $ (37,021 ) $ 37,591 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Guaranteed Minimum Purchase Obligation On December 31, 2019, the Company entered into a contract requiring the Company to generate a minimum number of Qualified Referred Subscribers (as defined in the contract) over a 30 month period. In the event that the aggregate number of Qualified Referred Subscribers generated by the Company within the specified time period is less than the minimum guaranteed subscribers, the Company is required to pay an amount equal to the shortfall between the number of Qualified Referred Subscribers generated by the Company and the required minimum multiplied by a per Qualified Referred Subscribers fee, up to a maximum of $5.0 million . As of December 31, 2019 , no amounts were accrued in the Consolidated Balance Sheets related to this contract as the Company believes is will be able to satisfy the contractual minimum within the 30 month period. 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 digital video recorders ("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 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. In July 2018, Dell Technologies Inc. filed a complaint against the Company and certain of its subsidiaries in Texas state court, alleging breach of contract and other causes of action. The claim was related to Dell’s past relationship with the Company’s Sonic Solutions subsidiary dating back to 2001 whereby Dell and Sonic had an agreement related to one of Sonic’s product lines (the Company acquired Sonic in 2011 and divested the product line at issue in 2012). In 2011, Dell sought indemnity from Sonic Solutions for a third-party claim of patent infringement, which was rejected. Dell subsequently resolved the underlying claim with the third-party. In response to the July 2018 complaint, the Company filed its defenses to Dell’s claims and the state court had set a trial date for September 2020. Dell and the Company had been in discussions regarding Dell’s claim throughout the discovery period and in December 2019, the parties agreed to settle all claims for a $4.0 million payment from the Company and the case was dismissed. The settlement loss and cash payment are included as part of discontinued operations during the year ended December 31, 2019. On June 15, 2011, TNS Media Research, LLC (d/b/a Kantar Media Audiences, or "Kantar") brought a claim for declaratory judgment against TRA Global Inc. (which was acquired by TiVo Inc. in July 2012 and renamed TiVo Research and Analytics, Inc. or "TiVo Research") in U.S. District Court alleging non-infringement of a TiVo Research patent, among other claims. TiVo Research responded by alleging affirmative defenses as well as counterclaims alleging infringement by Kantar of the TiVo Research patent at issue and one other patent. On February 22, 2016, the District Court granted Kantar's summary judgment motion on invalidity under Section 101 as to each of TiVo Research's asserted patent claims. On May 18, 2018, the District Court granted Kantar’s motion for attorneys' fees and expenses related to TiVo Research’s patent claims in this action. During the three months ended June 30, 2018, TiVo Research recorded a $4.5 million loss in Selling, general and administrative expenses and agreed to transfer of ownership of the two patents at issue to Kantar as part of a settlement agreement. TiVo Research paid the settlement during the year ended December 31, 2018. On January 27, 2017, UBS Securities LLC ("UBS") filed a complaint against TiVo Solutions in the Supreme Court of the State of New York, County of New York alleging TiVo Solutions breached its contractual obligations to UBS under a September 14, 2010 letter agreement (the "Letter Agreement") whereby TiVo Solutions retained UBS as its financial advisor. In the complaint, UBS alleged that TiVo Solutions never terminated its Letter Agreement with UBS and, as a result, TiVo Solutions breached its obligations to UBS by (i) not paying UBS's annual retainer fee of $0.3 million for an unspecified number of years, but totaling an amount of $1.4 million , including unpaid retainer fees and out-of-pocket expenses, and (ii) not considering or retaining UBS as TiVo Solutions' financial advisor in connection with its merger with Rovi, for which UBS alleged TiVo Solutions owed it a fee of $14.5 million (the amount TiVo Solutions paid its financial advisor for the merger). The Company and UBS settled this matter in May 2017 for $0.7 million , to be paid in a combination of a current cash payment and potential future service fees. On November 15, 2016, Driehaus Appraisal Litigation Fund, L.P., Driehaus Companies Profit Sharing Plan and Trust, and Richard H. Driehaus IRA (the “Driehaus Entities”) filed a petition for appraisal pursuant to Section 262 of the Delaware General Corporation Law ("Section 262") in the Court of Chancery of the State of Delaware covering a total of 1.9 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. Additionally, on November 15, 2016, Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund L.P. (the “Fir Tree Entities” and together with the Driehaus Entities, the “Dissenting Holders”) filed a petition for appraisal pursuant to Section 262 in the Court of Chancery of the State of Delaware covering a total of 7.2 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. On January 11, 2017, the Court of Chancery consolidated the two petitions into a consolidated action entitled In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.). The Dissenting Holders were also seeking the payment of their costs and attorneys’ fees. On March 27, 2017, TiVo Corporation executed a settlement agreement with the Dissenting Holders to settle their claims for $117.0 million , which was paid in cash in April 2017. In connection with the settlement, in March 2017, the exchange agent in the TiVo Acquisition returned $25.1 million in cash related to the Dissenting Holders to TiVo Corporation. As the amount paid to Dissenting Holders resulted from a settlement other than a judgment from the Delaware Court of Chancery, a TiVo Acquisition litigation loss of $12.9 million was recognized in the Consolidated Statements of Operations for the year ended December 31, 2017 . The Company believes it has recorded adequate provisions for any such lawsuits, claims and proceedings and, as of December 31, 2019 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Consolidated Financial Statements . Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on its Consolidated Financial Statements . Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Consolidated Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2019 2018 2017 Weighted average shares used in computing basic per share amounts 125,484 123,020 120,355 Dilutive effect of equity-based compensation awards — — — Weighted average shares used in computing diluted per share amounts 125,484 123,020 120,355 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Restricted awards 5,377 4,696 4,567 Stock options 800 2,027 2,850 2020 Convertible Notes (a) 12,589 13,162 12,429 2021 Convertible Notes (a) 1 1 1 Warrants related to 2020 Convertible Notes (a) 12,933 12,486 12,232 Weighted average potential shares excluded from the calculation of Diluted EPS 31,700 32,372 32,079 (a) See Note 8 for additional details. For the years ended December 31, 2019, 2018 and 2017 , 0.8 million , 0.7 million and 0.4 million weighted average performance-based restricted awards, respectively, were excluded from the calculation of Diluted EPS as the performance metric had yet to be achieved. 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 $25.1668 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 $8.48 per share on December 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 $25.1668 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 8 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 8 have an effect on Diluted EPS when the Company’s share price exceeds the warrant’s strike price of $34.9541 per share. As the price of the Company’s common stock increases above the warrant strike price, additional dilution would occur. Share Repurchase Program On February 14, 2017 , TiVo Corporation 's Board of Directors approved an increase to the share repurchase program authorization to $150.0 million . The February 2017 authorization includes amounts which were outstanding under previously authorized share repurchase programs. During the years ended December 31, 2019, 2018 and 2017 , no shares were repurchased under the share repurchase program. As of December 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 12 . For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company's authorized share repurchase plan. During the years ended December 31, 2019, 2018 and 2017 , the Company withheld 0.7 million , 0.5 million and 0.8 million shares of common stock to satisfy $6.1 million , $7.4 million and $15.1 million of required withholding taxes, respectively. Dividends For the years ended December 31, 2019, 2018 and 2017 , the Company declared and paid dividends of $0.34 , $0.72 and $0.72 per share, respectively, for aggregate cash payments of $42.5 million , $89.0 million and $87.1 million , respectively. The capacity to pay dividends in the future depends on many factors, including the Company's financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board of Directors considers relevant. In addition, the agreements governing the Company's debt and the Xperi Merger Agreement restrict the payment of dividends. Section 382 Transfer Restrictions On December 18, 2019 (the “Rights Dividend Declaration Date”), upon entering into an Agreement and Plan of Merger and Reorganization with Xperi Corporation, the Board of Directors of the Company adopted a Section 382 rights plan (the “Section 382 Rights Plan”), and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on January 6, 2020. The Board of Directors adopted the Section 382 Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss carryforwards (“NOLs”). If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s ability to fully utilize the NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits. The Section 382 Rights Plan is intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.95% or more of the Company’s outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Board of Directors. Stockholders who beneficially own 4.95% or more of the Company’s outstanding common stock as of the Rights Dividend Declaration Date will not be deemed to be an Acquiring Person, but such person will be deemed an Acquiring Person if such person (together with all affiliates and associates of such person) becomes the beneficial owner of securities representing a percentage of the Company’s common stock that exceeds by 0.5% or more than the lowest percentage of beneficial ownership of the Company’s common stock that such person had at any time since the Rights Dividend Declaration Date. The description and terms of the rights are set forth in a Section 382 Rights Agreement, dated as of December 18, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. On the Rights Dividend Declaration Date, the Board of Directors authorized the issuance of one right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of December 18, 2019. Subject to the terms, provisions and conditions of the Section 382 Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share, for a purchase price of $35 per Right. If issued, each fractional share of Series A Junior Participating Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to exercise, a Right does not give its holder any rights as a stockholder of TiVo, including any dividend, voting or liquidation rights. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | Equity-based Compensation Restricted Awards and Stock Options The Company grants equity-based compensation awards from the Rovi 2008 Equity Incentive Plan (the “ Rovi 2008 Plan ”). The Rovi 2008 Plan permits the grant of restricted awards, stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of grant as holders are entitled to voting rights. Restricted awards are generally subject to a four -year graded vesting period. Stock options generally have vesting periods of four years with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options generally have a contractual term of seven years. As of December 31, 2019 , the Company had 36.5 million shares of common stock reserved and 11.5 million shares of common stock available for issuance under the Rovi 2008 Plan . On September 7, 2016 , the Company assumed the TiVo Inc. Amended and Restated 2008 Equity Incentive Award Plan (the “ TiVo 2008 Plan ”). The Company amended and restated the TiVo 2008 Plan effective as of the closing of the TiVo Acquisition to be the TiVo Corporation Titan Equity Incentive Award Plan for purposes of awards granted following the 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 December 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. 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. In June 2019, the Company granted 0.6 million performance-based restricted stock units to certain of its senior officers with vesting conditioned on completion of a change-in-control event as defined in the grant agreement, as well as a service condition. For these awards, the fair value per award 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. However, no compensation expense is recognized for these awards until the change-in-control event occurs, at which time the grant date fair value of $3.8 million , adjusted for any forfeitures, would be recognized as compensation expense. Employee Stock Purchase Plan The Company’s 2008 Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six -month purchase periods within a twenty-four -month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of the Company’s common stock at either the beginning of the offering period or the end of the purchase period. As of December 31, 2019 , the Company had 3.3 million shares of common stock reserved and 3.3 million shares available for issuance under the ESPP. Valuation Techniques and Assumptions As 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. A Monte Carlo simulation is used to estimate the fair value of restricted stock units subject to market conditions with expected volatility estimated using the historical volatility of the Company's common stock. The Company uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of 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: Year Ended December 31, 2019 2018 2017 Restricted stock units subject to market conditions: Expected volatility 40.7 % 39.2 % 50.1 % Expected term 2.5 years 2.5 years 3.0 years Risk-free interest rate 1.8 % 2.6 % 1.9 % Expected dividend yield 4.4 % 5.5 % 4 % ESPP shares: Expected volatility 49.2 % 43.3 % 42.0 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 2.1 % 2.2 % 1.1 % Expected dividend yield 5.1 % 5.6 % 2.4 % 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 for awards subject to service or performance vesting conditions. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recognized on a cumulative catch-up basis in the period estimates are revised. The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2019 2018 2017 Weighted average grant date fair value Restricted awards $ 6.73 $ 11.63 $ 15.18 ESPP shares $ 3.62 $ 3.99 $ 5.70 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 28,705 $ 39,779 $ 52,561 Pre-tax equity-based compensation, included in restructuring expense $ 375 $ 3,039 $ 2,663 As of December 31, 2019 , there was $50.4 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 2.6 years . The unrecognized compensation cost, net of estimated forfeitures, excludes $3.8 million of unrecognized compensation cost related to performance-based restricted stock units with vesting conditioned on completion of a change-in-control event. Equity-Based Compensation Award Activity Activity related to the Company's restricted awards for the year ended December 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 4,591 $ 6.73 Vested (2,063 ) $ 14.29 Forfeited (1,346 ) $ 12.18 Outstanding as of end of period 6,532 $ 9.39 As of December 31, 2019 , unvested restricted awards include 1.1 million performance-based restricted stock units. The aggregate fair value of restricted awards vested during the years ended December 31, 2019, 2018 and 2017 was $16.8 million , $23.5 million and $48.6 million , respectively. Activity related to the Company's stock options for the year ended December 31, 2019 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding as of beginning of period 1,702 $ 24.56 Forfeited and expired (1,182 ) $ 25.03 Outstanding as of end of period 520 $ 23.49 1.3 years $ — Vested and expected to vest as of December 31, 2019 520 $ 22.49 1.3 years $ — Exercisable as of December 31, 2019 517 $ 23.50 1.3 years $ — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that option holders would have received had all option holders exercised their options at the end of the last trading day in the period. The aggregate intrinsic value is the difference between the closing price of the Company's common stock on the last trading day of the period and the exercise price of the stock option, multiplied by the number of in-the-money stock options. The aggregate intrinsic value of stock options exercised is the difference between the market price of the Company's common stock at the time of exercise and the exercise price of the stock option, multiplied by the number of stock options exercised. No stock options were exercised during the years ended December 31, 2019 and 2018 . The aggregate intrinsic value of stock options exercised during the year ended December 31, 2017 was $2.1 million . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred Tax Assets and Liabilities Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2019 December 31, 2018 Deferred tax assets: U.S. federal and state net operating losses and credits $ 424,515 $ 414,994 Accrued liabilities 19,759 21,906 Deferred revenue 24,241 27,210 Equity-based compensation 2,802 5,384 Capital and other losses 5,407 14,477 Other 7,655 9,773 Gross deferred tax assets 484,379 493,744 Valuation allowance (409,124 ) (387,643 ) Net deferred tax assets 75,255 106,101 Deferred tax liabilities: Intangible assets (105,348 ) (148,207 ) Other (1,842 ) (1,309 ) Gross deferred tax liabilities (107,190 ) (149,516 ) Net deferred tax liabilities $ (31,935 ) $ (43,415 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2019 December 31, 2018 Other long-term assets $ 2,296 $ 1,615 Deferred tax liabilities, net (34,231 ) (45,030 ) Net deferred tax liabilities $ (31,935 ) $ (43,415 ) As of December 31, 2019 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 952,627 2020 - 2035 State $ 1,073,262 2020 - 2039 Utilization of federal and state net operating losses and credit carryforwards may be subject to limitations to due future ownership changes. As of December 31, 2019 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 65,761 2023 - 2039 State research and development credits $ 69,199 Indefinite Foreign tax credits $ 101,417 2020 - 2029 Deferred Tax Asset Valuation Allowance During 2010, the Company entered into a closing agreement with the Internal Revenue Service through its Pre-Filing Agreement ("PFA") program confirming that the Company recognized an ordinary tax loss of $2.4 billion from the 2008 sale of its TV Guide Magazine business. In connection with the PFA closing agreement, the Company established a valuation allowance as a result of determining that it was more-likely-than-not that its deferred tax assets would not be realized. While the Company believes that its fundamental business model is robust, there has been no change to the Company's position that it is more-likely-than-not that this deferred tax asset will not be realized. The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ (387,643 ) $ (390,161 ) $ (428,778 ) Additions (21,481 ) (12,356 ) (66,578 ) Deductions resulting from TiVo Acquisition — — 195 Deductions resulting from Tax Act of 2017 — 14,874 105,000 Balance at end of period $ (409,124 ) $ (387,643 ) $ (390,161 ) During the year ended December 31, 2017 , the Company recorded an income tax benefit of $105.0 million due to a change in the deferred tax valuation allowance resulting from a reduction in the U.S. federal tax rate. Unrecognized Tax Benefits Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ 85,480 $ 73,080 $ 83,055 Increases: Assumed in acquisition — — 365 Tax positions related to the current year 1,993 — 6,263 Tax positions related to prior years 158 81 2,091 Tax Act of 2017 — 14,938 — Decreases: Tax positions related to prior years (8,312 ) (1,724 ) (2,232 ) Tax Act of 2017 — — (15,282 ) Audit settlements (409 ) — — Statute of limitations lapses (698 ) (893 ) (1,242 ) Foreign currency (1 ) (2 ) 62 Balance at end of period $ 78,211 $ 85,480 $ 73,080 The amount of unrecognized tax benefits that would affect the Company's effective tax rate, if recognized, was $3.0 million and $4.5 million as of December 31, 2019 and 2018 , respectively. The Company recorded a benefit of $0.4 million , $0.1 million and $0.1 million for interest and penalties related to unrecognized tax benefits for the years ended December 31, 2019, 2018 and 2017 , respectively. Accrued interest and penalties related to unrecognized tax benefits were $0.3 million and $0.7 million at December 31, 2019 and 2018 . In the normal course of business, the Company conducts business globally and, as a result, files U.S. federal, state and foreign income tax returns in various jurisdictions and therefore is subject to examination by taxing authorities throughout the world. With few exceptions, the Company is no longer subject to income tax examination prior to 2012. Based on the status of U.S. federal, state, and foreign tax audits, the Company does not believe it is reasonably possible that a significant change in unrecognized tax benefits will occur in the next twelve months. The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign income tax audits. The Company regularly assesses the potential outcomes of these audits in order to determine the appropriateness of its tax positions. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable, and there can be no assurance the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Consolidated Financial Statements . Income tax expense (benefit) The components of Loss from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2019 2018 2017 United States $ (402,407 ) $ (350,017 ) $ (55,846 ) Rest of the world 11,277 11,006 7,611 Loss from continuing operations before income taxes $ (391,130 ) $ (339,011 ) $ (48,235 ) Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ 4,015 $ 3,000 $ — State 1,279 3,451 906 Foreign 20,173 14,136 16,329 Total current income tax expense 25,467 20,587 17,235 Deferred: Federal (5,019 ) (7,663 ) (24,579 ) State (4,311 ) 60 (1,947 ) Foreign (1,993 ) 1,068 (988 ) Total deferred income tax benefit (11,323 ) (6,535 ) (27,514 ) Income tax expense (benefit) $ 14,144 $ 14,052 $ (10,279 ) For the years ended December 31, 2019, 2018 and 2017 , the Company utilized U.S. federal net operating loss carryforwards of $66.9 million , $101.5 million and $144.4 million , respectively. For the years ended December 31, 2019, 2018 and 2017 , the Company utilized state net operating loss carryforwards of $17.4 million , $26.3 million and $49.0 million , respectively. Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate to Loss from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2019 2018 2017 Federal income tax $ (82,137 ) $ (71,192 ) $ (16,882 ) State income tax, net of federal benefit (1,674 ) 2,878 (397 ) Foreign income tax rate differential (1,103 ) (1,053 ) (748 ) Foreign withholding tax 18,199 14,533 13,849 Repatriation of foreign income, deemed and actual 2,390 1,948 1,526 Change in unrecognized tax benefits (123 ) 339 (704 ) Change in valuation allowance 7,722 10,887 12,511 Equity-based compensation 870 2,175 (976 ) TiVo Acquisition-related items — 595 5,724 Entity rationalization — — 2,369 Tax Act of 2017 4,083 2,936 (26,551 ) Goodwill impairment 65,917 50,006 — Income tax expense (benefit) $ 14,144 $ 14,052 $ (10,279 ) Due to the fact that the Company has significant net operating loss carryforwards and has recorded a valuation allowance against a significant portion of its deferred tax assets, foreign withholding taxes are the primary driver of Income tax expense (benefit) . Luxembourg is the main contributor to the Company’s foreign income tax rate differential. For the years ended December 31, 2019, 2018 and 2017 , Luxembourg had gains with no net income tax expense due to the utilization of the valuation allowance. Tax Act of 2017 On December 22, 2017, the Tax Cuts and Jobs Act (the “ Tax Act of 2017 ”) was signed into law. The Tax Act of 2017 enacted comprehensive tax reform that made broad and complex changes to the U.S. federal income tax code which affect 2017, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years (the " Transition Tax "). The Tax Act of 2017 also established new tax laws which affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal income tax rate from 35% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries and a new provision designed to tax global intangible low-taxed income (“GILTI”), a limitation of the deductibility of interest expense, a limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks. The Tax Act of 2017 requires that certain income (i.e., GILTI) earned by foreign subsidiaries must be included currently in the gross income of the U.S. shareholder. The tax effect of GILTI is fully offset by the Company’s net operating losses, resulting in no net U.S. federal income tax expense from GILTI. The Company has made an accounting policy election to treat GILTI as a component of current income tax expense. The Tax Act of 2017 created a minimum tax on corporations for payments to related foreign persons (referred to as the base erosion and anti-abuse tax ("BEAT")). The Company recorded a BEAT liability of $4.3 million and $2.1 million during the years ended December 31, 2019 and 2018 . As a result of the Tax Act of 2017 , during the year ended December 31, 2018 , the Company changed its assertion regarding the indefinite reinvestment of undistributed foreign earnings. In the year ended December 31, 2017 , the Company accrued a Transition Tax liability for U.S. federal and certain U.S. state income taxes on its non-U.S. subsidiaries’ previously undistributed foreign earnings. The nature of the Transition Tax is that undistributed foreign earnings are now considered previously taxed income ("PTI") for U.S. federal income tax purposes. However, because the PTI was previously taxed, any repatriation of PTI is not subject to additional U.S. federal income tax. The Company determined that a distribution of PTI would be subject to tax and recorded $0.7 million and $1.2 million in foreign withholding taxes during the years ended December 31, 2019 and 2018 , respectively. The Company's revised assertion regarding indefinite reinvestment of undistributed earnings is that only undistributed earnings in excess of PTI are indefinitely reinvested. The Company previously asserted that all of its foreign undistributed earnings were indefinitely reinvested. The Company has not recognized U.S. federal or state tax liabilities on certain of its non-U.S. subsidiaries' undistributed foreign earnings as such amounts are considered indefinitely reinvested outside of the U.S. As of December 31, 2019 , the Company has not provided for income and withholding tax on $5.2 million of undistributed foreign earnings. If these foreign earnings were to be distributed, the Company would recognize tax expense of approximately $0.3 million . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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 user experience products and services to multi-channel video service providers and consumer electronics ("CE") manufacturers, licensing the TiVo service and selling TiVo-enabled devices, licensing metadata and advanced search and recommendation and viewership data, as well as sponsored discovery and in-guide advertising. We group our Product segment into three verticals based on the products delivered to our customer: Platform Solutions ; Software and Services ; and Other . Platform Solutions includes licensing Company-developed UX products, the TiVo service and selling TiVo-enabled devices. Software and Services includes licensing our metadata and advanced media and advertising solutions, including viewership data, sponsored discovery and in-guide advertising. Other includes legacy Analog Content Protection ("ACP"), VCR Plus+ and media recognition products. The Intellectual Property Licensing segment consists primarily of licensing our patent portfolio to U.S. and international pay television ("TV") providers (directly and through their suppliers), mobile device manufacturers, CE manufacturers and over-the-top ("OTT") video providers. Our broad portfolio of licensable technology patents covers many aspects of content discovery, DVR, video-on-demand, OTT experiences, multi-screen functionality and personalization, as well as interactive applications and advertising. We group our Intellectual Property Licensing segment into three verticals based primarily on the business of our customer: US Pay TV Providers ; CE Manufacturers ; and New Media, International Pay TV Providers and Other . US Pay TV Providers includes direct and indirect licensing of traditional US Pay TV Providers regardless of the particular distribution technology (e.g., cable, satellite or the internet). CE Manufacturers includes the licensing of our patents to traditional CE manufacturers. New Media, International Pay TV Providers and Other includes licensing to international pay TV providers, virtual service providers, mobile device manufacturers and content and new media companies. Segment results are derived from the Company's internal management reporting system. The accounting policies used to derive segment results are substantially the same as those used by the consolidated company. Intersegment revenues and expenses have been eliminated from segment financial information as transactions between reportable segments are excluded from the measure of segment profitability reviewed by the CODM. In addition, certain costs are not allocated to the segments as they are considered corporate costs. Corporate costs primarily include general and administrative costs such as corporate management, finance, legal and human resources. The CODM uses an Adjusted EBITDA (as defined below) measure to evaluate the performance of, and allocate resources to, the segments. Segment balance sheets are not used by the CODM to allocate resources or assess performance. Segment results were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Product Platform Solutions $ 267,441 $ 315,814 $ 334,004 Software and Services 80,443 76,249 84,964 Other 3,097 8,667 4,548 Revenues, net 350,981 400,730 423,516 Adjusted Operating Expenses (1) 302,491 333,720 377,107 Adjusted EBITDA (2) 48,490 67,010 46,409 Intellectual Property Licensing US Pay TV Providers 173,217 185,954 278,973 CE Manufacturers 42,503 35,644 51,219 New Media, International Pay TV Providers and Other 101,428 73,537 72,748 Revenues, net 317,148 295,135 402,940 Adjusted Operating Expenses (1) 95,962 99,532 97,059 Adjusted EBITDA (2) 221,186 195,603 305,881 Corporate Adjusted Operating Expenses (1) 58,383 62,521 62,148 Adjusted EBITDA (2) (58,383 ) (62,521 ) (62,148 ) Consolidated Total Revenues, net 668,129 695,865 826,456 Adjusted Operating Expenses (1) 456,836 495,773 536,314 Adjusted EBITDA (2) 211,293 200,092 290,142 Depreciation 21,247 21,464 22,144 Amortization of intangible assets 112,727 147,336 166,657 Restructuring and asset impairment charges 7,741 10,061 19,048 Goodwill impairment 354,561 269,000 — Equity-based compensation 28,705 39,779 52,561 Merger, separation and transformation costs 26,212 — — Transition and integration costs 1,736 9,797 20,364 Earnout amortization — 1,494 3,833 CEO transition cash costs 1,000 (975 ) 4,305 Remeasurement of contingent consideration — 1,104 (1,023 ) Gain on settlement of acquired receivable — — (2,537 ) Operating (loss) income (342,636 ) (298,968 ) 4,790 Interest expense (49,902 ) (49,150 ) (42,756 ) Interest income and other, net 8,526 5,682 2,915 (Loss) gain on interest rate swaps (4,966 ) 3,425 1,859 TiVo Acquisition litigation — — (14,006 ) Loss on debt extinguishment (2,152 ) — (108 ) Loss on debt modification — — (929 ) Loss from continuing operations before income taxes $ (391,130 ) $ (339,011 ) $ (48,235 ) (1) Adjusted Operating Expenses are defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Merger, separation and transformation 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 , Goodwill impairment , Equity-based compensation , Merger, separation and transformation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration . |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2019 Total Revenues, net $ 158,235 $ 176,172 $ 158,524 $ 175,198 Restructuring and asset impairment charges 1,813 2,676 1,995 1,257 Goodwill impairment — — 137,453 217,108 Operating (loss) income from continuing operations (8,020 ) 12,629 (137,717 ) (209,528 ) Loss from continuing operations, net of tax (26,644 ) (9,540 ) (151,010 ) (218,080 ) Loss from discontinued operations, net of tax — — (379 ) (4,414 ) Net loss (26,644 ) (9,540 ) (151,389 ) (222,494 ) Basic loss per share: Continuing operations $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.72 ) Discontinued operations — — — (0.03 ) Basic loss per share $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.75 ) Weighted average shares used in computing basic per share amounts 124,422 124,960 126,081 126,444 Diluted loss per share: Continuing operations $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.72 ) Discontinued operations — — — (0.03 ) Diluted loss per share $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.75 ) Weighted average shares used in computing diluted per share amounts 124,422 124,960 126,081 126,444 Dividends declared per share $ 0.18 $ 0.08 $ 0.08 $ — 2018 Total Revenues, net $ 189,837 $ 172,860 $ 164,709 $ 168,459 Restructuring and asset impairment charges 4,546 1,101 2,921 1,493 Goodwill impairment — — — 269,000 Operating loss from continuing operations (9,040 ) (8,763 ) (7,681 ) (273,484 ) Loss from continuing operations, net of tax (19,014 ) (22,868 ) (22,992 ) (288,189 ) Income (loss) from discontinued operations, net of tax 1,297 2,298 143 (23 ) Net loss (17,717 ) (20,570 ) (22,849 ) (288,212 ) Basic loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Basic loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing basic per share amounts 122,080 122,713 123,459 123,802 Diluted loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Diluted loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing diluted per share amounts 122,080 122,713 123,459 123,802 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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" or "TiVo"), 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 bringing entertainment together, making entertainment content easy to find, watch and enjoy. TiVo provides a broad set of cloud-based services, embedded software solutions and intellectual property that bring entertainment together for the watchers, creators and advertisers. For the creators and advertisers, TiVo's products deliver a passionate group of watchers to increase viewership and engagement across online video, TV and other entertainment viewing platforms. Our products and innovations are protected by broad portfolios of licensable technology patents. These portfolios cover many aspects of content discovery, digital video recorder ("DVR"), VOD and OTT experiences, multi-screen viewing, mobile device video experiences, entertainment personalization, voice interaction, social and interactive applications, data analytics solutions and advertising. On May 9, 2019, the Company announced that its Board of Directors unanimously approved a plan to separate the Product and Intellectual Property Licensing businesses into separately traded public companies (the “Separation”). The Separation was expected to be completed through a dividend of newly issued shares of the common stock of a Company subsidiary that would hold the Product business (“ ProductCo ”). On December 18, 2019, the Company and Xperi Corporation (“Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Xperi Merger Agreement”), pursuant to which TiVo and Xperi have agreed, subject to the terms and conditions of the Xperi Merger Agreement, to effect an all-stock, merger of equals strategic combination of their respective businesses (the " Xperi Combination "). The board of directors of each of TiVo and Xperi have approved the Xperi Combination Agreement and the transactions contemplated thereby. The Xperi Combination is subject to certain customary approvals, including the approval of shareholders of TiVo and Xperi, and is expected to be completed by June 30, 2020. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. |
Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the 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. |
Foreign Currency Translation | Foreign Currency Translation The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Losses from cumulative translation adjustments, net of tax, of $3.6 million and $3.5 million as of December 31, 2019 and 2018 , respectively, are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets. |
Concentrations of Risk | Concentrations of Risk The TiVo service is enabled using a DVR manufactured by a third-party. The Company also relies on third parties with whom it outsources supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments |
Marketable Securities | Marketable securities with original maturities at the date of acquisition of more than three months are classified as Short-term marketable securities or Long-term marketable securities based on the remaining contractual maturity of the security at the reporting date. Marketable securities are considered available-for-sale and are reported at fair value in the Consolidated Balance Sheets. Realized gains and losses on marketable securities are calculated based on the specific identification method and are included in Interest income and other, net in the Consolidated Statements of Operations. Interest income from marketable securities is included in Interest income and other, net in the Consolidated Statements of Operations. Unrealized gains and losses, net of applicable taxes, are reported in Accumulated other comprehensive loss in the Consolidated Balance Sheets. The Company monitors its marketable securities portfolio for potential impairment. When the carrying amount of an investment in debt securities exceeds its fair value and the decline in fair value is determined to be other-than-temporary (i.e., when the Company does not intend to sell the security and it is not more-likely-than-not that the Company will be required to sell the security prior to the anticipated recovery of its amortized cost basis), an impairment associated with the credit loss is recorded in Interest income and other, net in the Consolidated Statements of Operations and the remainder, if any, is recorded in Other comprehensive income (loss), net of tax in the Consolidated Statements of Comprehensive Loss. Investments in non-marketable equity securities are accounted for using either the equity method or the cost method. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in Interest income and other, net in the Consolidated Statements of Operations. Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the loss is recorded in Interest income and other, net in the Consolidated Statements of Operations. |
Accounts Receivable | Accounts Receivable The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection. A receivable related to revenue recognized for multi-year licenses is recognized when the Company has an unconditional right to invoice and receive payment in the future related to those licenses. Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days. When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component. As the primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, significant financing components are generally not identified in the Company’s contracts with customers. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer's operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically reserved, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted. |
Inventory | Inventory Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions. |
Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets | Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years . Furniture and fixtures are depreciated over five years . Leasehold improvements are amortized over the shorter of the asset's useful life or the remaining lease term. Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from two to 18 years at the date of acquisition. Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether the Company intends to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts. For assets held for sale, to the extent the asset group's carrying amount is greater than its fair value less cost to sell, an impairment loss is recognized for the difference. Assets held for sale are separately presented in the Consolidated Balance Sheets at the lower of their carrying amount or fair value less cost to sell, and are no longer depreciated. |
Software Development Costs | Software Development Costs Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally 5 years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material. |
Indefinite-Lived Intangible Assets and Goodwill | Indefinite-Lived Intangible Assets and Goodwill Indefinite-lived intangible assets and Goodwill are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of an indefinite-lived intangible asset or a reporting unit is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of an indefinite-lived intangible asset or a reporting unit is less than its carrying amount, then a quantitative impairment test is performed. In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. When required to estimate the fair value of an indefinite-lived intangible asset, an income approach, such as a relief-from-royalty technique, is used. Estimating the fair value of an indefinite-lived intangible asset considers the amount and timing of the future cash flows associated with the asset, the expected long-term growth rate, assumed royalty rates, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. If the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is not impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized. In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. In 2019, the fair value of the Product reporting unit and the Intellectual Property Licensing reporting unit was estimated using an income approach. In 2018, the fair value of the Product reporting unit was estimated by weighting the fair values derived from an income approach and a market approach and the fair value of the Intellectual Property Licensing reporting unit was estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of estimated future cash flows and considers estimated revenue growth rates, future operating margins and risk-adjusted discount rates. Under the market approach, the fair value of a reporting unit is estimated based on market multiples of revenue or earnings derived from comparable publicly-traded companies. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized. |
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 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 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. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax expense (benefit) includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties. |
Revenue Recognition | Revenue Recognition General Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of taxes collected from customers which are subsequently remitted to governmental authorities. Depending on the terms of the contract, a portion of the consideration received may be deferred because of a requirement to satisfy a future obligation. Stand-alone selling price for separate performance obligations is based on observable prices charged to customers for goods or services sold separately or the cost-plus-a-margin approach when observable prices are not available, considering overall pricing objectives. Arrangements with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Consolidated Statements of Operations during a given period. Contract Modifications Contracts may be modified due to changes in contract specifications or customer requirements. Contract modifications occur when the change in terms either creates new enforceable rights and obligations or changes existing enforceable rights and obligations. The effect of a contract modification for goods and services that are not distinct in the context of the contract on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract modifications that result in goods or services that are distinct from the existing goods or services are accounted for as separate contracts if they are sold at their stand-alone selling price, or otherwise prospectively. Variable Consideration When a contract with a customer includes a variable transaction price, an estimate of the consideration to which the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach. Under either approach to estimating variable consideration, the estimate considers all information (historical, current and forecast) that is reasonably available at contract inception. The amount of variable consideration is estimated at contract inception and updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. Certain payments to retailers and distributors, such as market development funds and revenue shares, are treated as a reduction of the transaction price, and therefore revenue, rather than Selling, general and administrative expense. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of intellectual property, or when a license of intellectual property is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Significant Judgments Determining whether promises to transfer multiple goods and services in contracts with customers are considered distinct performance obligations that should be accounted for separately requires significant judgment, including related to the level of integration and interdependency between the performance obligations. In addition, judgment is necessary to allocate the transaction price to the distinct performance obligations, including whether there is a discount or significant financing component to be allocated based on the relative stand-alone selling price of the various performance obligations. Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation when an observable price is not available. In instances where stand-alone selling price is not directly observable, such as when the Company does not sell the good or service separately, the stand-alone selling price is determined using a range of inputs that includes market conditions and other observable inputs. More than one stand-alone selling price may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. Due to the nature of the work required to be performed on some performance obligations, significant judgment may be required to determine the transaction price. It is common for the Company's license agreements to contain provisions that can either increase or decrease the transaction price. These variable amounts are generally estimated based on usage. In addition to estimating variable consideration, significant judgment is necessary to identify forms of variable consideration, determine whether the variable consideration relates to a sales-based or usage-based royalty of intellectual property and determine whether and when to include estimates of variable consideration in the transaction price. Some hardware products are sold with a right of return and in other circumstances, other credits or incentives may be provided such as consideration (sales incentives) given to customers or resellers, which are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns, credits and incentives are made at contract inception and updated each reporting period. In contracts where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of software, the Company recognizes revenue as progress toward completion occurs using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Significant judgment is required to estimate the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement. On an ongoing basis, management evaluates its estimates, inputs and assumptions related to revenue recognition. Using different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operations for the reporting period. Nature of Goods and Services The following is a discussion of the principal activities from which the Company generates its revenue. Patent Licensing Agreements The Company licenses its discovery patent portfolio to traditional pay TV providers, virtual service providers, OTT video providers, CE manufacturers and others. The Company licenses its patented technology portfolio under two revenue models: (i) fixed-fee licenses and (ii) per-unit royalty licenses. The Company's long-term fixed-fee license agreements provide rights to future patented technologies over the term of the agreement that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the agreement. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the fixed-fee license agreement. At times, the Company enters into license agreements in which a licensee is released from past patent infringement claims and is granted a license to ship an unlimited number of units over a future period for a fixed fee. In these arrangements, the Company allocates the transaction price between the release for past patent infringement claims and the future license. In determining the stand-alone selling price of the release for past patent infringement claims and the future license, the Company considers such factors as the number of units shipped in the past and in what geographies these units were shipped, the number of units expected to be shipped in the future and in what geographies these units are expected to be shipped, as well as the licensing rate the Company generally receives for units shipped in the same geographies. As the release from past patent infringement claims is generally satisfied at execution of the agreement, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the agreement is executed and the amount of transaction price allocated to the future license is recognized ratably over the future license term. The Company recognizes revenue from per-unit royalty licenses in the period in which the licensee's sales are estimated to have occurred, which results in an adjustment to revenue when actual sales are subsequently reported by the licensees, which is generally in the month or quarter following usage or shipment. The Company generally recognizes revenue from per-unit royalty licenses on a per-subscriber per-month model for licenses with service providers and a per-unit shipped model for licenses with CE manufacturers. Arrangements with Multiple System Operators for the TiVo Service The Company's arrangements with multiple system operators ("MSOs") typically include software customization and set-up services, associated maintenance and support, limited training, post-contract support, TiVo-enabled DVRs, non-DVR STBs and the TiVo service. The Company has two types of arrangements with MSOs that include technology deployment and engineering services. In instances where the Company hosts the TiVo service, non-refundable payments received for customization and set-up services are deferred and recognized as revenue ratably over the hosting term. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as the related TiVo service revenue is recognized. The Company estimates the stand-alone selling prices for training, DVRs, non-DVR STBs and maintenance and support based on the price charged in stand-alone sales of the promised good or service. The stand-alone selling price for the TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and total gross margin objectives. For a term license to the TiVo service, the Company receives license fees for the hosted TiVo service on either a per-subscriber per-month basis or a fixed fee. The Company recognizes revenue from per-subscriber per-month licenses during the month the TiVo service is provided to the customer and recognizes revenue from fixed fee licenses ratably over the license period. In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue as progress toward completion is made using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Project costs are primarily labor related to the specific activities required for the project. Costs related to general infrastructure or uncommitted platform development are not included in the project cost estimates and are expensed as incurred. Estimating project costs requires forecasting costs, tracking progress toward completion and projecting the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement, and revisions to estimates are recognized on a cumulative catch-up basis when the changed conditions become known. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred for the contract. The Company generally recognizes revenue from license fees for the TiVo service that it does not host on a per-subscriber per-month basis due to the recognition constraint on intellectual property usage-based royalties. Subscription Services Subscription services revenues primarily consist of fees to provide customers with access to one or more of the Company's hosted products such as its iGuide IPG, advanced search and recommendations, metadata and analytics products, including routine customer support. The Company generally receives per-subscriber per-month fees for its iGuide IPG and search and recommendations service and revenue is recorded in the month the customer uses the service. The Company generally receives a monthly or quarterly fee from its metadata or analytics licenses for the right to use the metadata or access its analytics platform and to receive regular updates. Revenue from the Company's metadata and analytics service is recognized ratably over the subscription period. Passport Software The Company licenses its Passport IPG software to pay TV providers in North and South America. The Company generally receives per-subscriber per-month fees for licenses to its Passport IPG software and support. Due to the usage-based royalty provisions of the revenue recognition guidance, revenue is generally recognized in the month the customer uses the software. Advertising The Company generates advertising revenue through its IPGs. Advertising revenue is recognized when the related advertisement is provided. Advertising revenue is recorded net of agency commissions and revenue shares with service providers and CE manufacturers. TiVo-enabled DVRs and TiVo Service The Company sells TiVo-enabled DVRs and the related service directly to customers through sales programs via the TiVo.com website and licenses the sale of TiVo-enabled DVRs through a limited number of retailers. For sales through the TiVo.com website, the customer receives a DVR and commits to either a minimum subscription period of one year or for the lifetime of the DVR. Customers who purchase a DVR from TiVo.com have the right to return the DVR within 30 days of purchase for a full refund. For licensed sales of TiVo-enabled DVRs through retailers, the customer commits to either a minimum subscription period of one year or for the lifetime of the DVR. All customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. After the initial subscription period, all customers have various pricing options when they renew their subscription. The stand-alone selling price for the TiVo service is established based on stand-alone sales of the service and varies by the length of the service period. The stand-alone selling price of the DVR is determined based on the price for which the Company would sell the DVR without any service commitment from the customer. The transaction price allocated to the DVR is recognized as revenue on delivery and the transaction price allocated to the TiVo service is recognized as revenue ratably over the service period. Subscription revenues from lifetime subscriptions are recognized ratably over the estimated useful life of the DVR associated with the subscription. The estimated useful life for a DVR depends on a number of assumptions, including, but not limited to, customer retention rates, the timing of new product introductions and historical experience. As of December 31, 2019, the Company recognizes revenue for lifetime subscriptions over a 72 -month period. The Company periodically reassesses the estimated useful life of a DVR. When the actual useful life of the DVR materially differs from the Company's estimate, the estimated useful life of the DVR is adjusted, which could result in the recognition of revenue over a longer or shorter period of time. Shipping and handling costs associated with outbound freight after control of a DVR has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of hardware revenues, excluding depreciation and amortization of intangible assets as incurred. Contract Assets Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets for unbilled receivables are included in Accounts receivable, net in the Consolidated Balance Sheets . Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. The incremental costs of obtaining a contract with a customer are recognized as an asset when the expected period of benefit is greater than one year. The incremental costs of obtaining a contract with a customer are amortized on a straight-line basis over a period of time commensurate with the period of benefit, generally three to five years , which considers the transfer of goods or services to which the assets relate, technological developments during the period of benefit, customer history and other factors. The period of benefit is generally the estimated life of the customer relationship if renewals are expected, and may exceed the contract term. Amortization of the capitalized incremental costs of obtaining a contract with a customer is included in Selling, general and administrative expenses in the Consolidated Statements of Operations. Contract assets are classified as current or noncurrent in the Consolidated Balance Sheets based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews. Contract Liabilities, including Unearned Revenue Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions to the TiVo service and multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. Unearned revenue arises when cash payments are received or due, including amounts which are refundable, in advance of performance. Contract liabilities exclude amounts expected to be refunded. Payment terms and conditions vary by contract type, location of customer and the products or services offered. For certain products or services and customer types, payment before the products or services are delivered to the customer is required. |
Warranty | Warranty The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty accrual is estimated based on the total volume of units sold, the term of the warranty period, expected failure rates and the estimated cost to replace or repair the defective unit. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Advertising Costs | Advertising Costs |
Restructuring | Restructuring Management-approved restructuring plans can include employee severance and benefit costs to terminate a specified number of employees, including the acceleration of vesting in equity-based compensation awards, infrastructure charges to vacate facilities and consolidate operations and contract cancellation costs. Employee severance and benefit costs are accrued under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation costs are estimated based on the grant date fair value of the award. Equity-based compensation cost is recognized for those awards expected to meet the service or performance vesting conditions on a straight-line basis over the requisite service period of the award. Equity-based compensation is estimated based on the aggregate grant for service-based awards and at the individual vesting tranche for awards with performance or market conditions. Forfeiture estimates are based on historical experience. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Adopted in 2019 In February 2016, the FASB issued a new accounting standard for leases. The new lease accounting standard generally requires the recognition of operating and financing lease liabilities and corresponding right-of-use assets on the statement of financial position. 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 9 . 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 an effect on the Company's 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 Consolidated Financial Statements . Standards Adopted in 2018 In January 2017, the Financial Accounting Standards ("FASB") clarified the definition of a business. The clarified guidance provides a more defined framework to use in determining when a set of assets and activities constitute a business. The clarified definition was effective for the Company on January 1, 2018 and was applied using a prospective transition approach. Application of this guidance did not have an effect on the Consolidated Financial Statements. In October 2016, the FASB amended its guidance on the tax effects of intra-entity transfers of assets other than inventory. The amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendment was effective for the Company on January 1, 2018 and was applied using a modified retrospective transition approach. Application of this guidance did not have an effect on the Consolidated Financial Statements. In August 2016, the FASB issued clarifying guidance on the presentation of eight specific cash flow issues for which previous guidance was either unclear or not specific. The clarified guidance was effective for the Company on January 1, 2018 and was applied using a retrospective transition approach. Application of this guidance did not have an effect on the Consolidated Financial Statements. In March 2016, the FASB provided guidance for the derecognition of prepaid stored-value product liabilities, such as gift cards. Pursuant to this guidance, among other criteria, prepaid stored-value product liabilities are eligible to be derecognized when the likelihood of redemption becomes remote. The guidance was effective for the Company on January 1, 2018 and was applied using a modified retrospective transition approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, of $2.2 million that reduced Accumulated deficit for prepaid stored-value product liabilities where the likelihood of redemption was deemed to be remote at the adoption date. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The core principle of the amended revenue recognition guidance is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments also require enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In addition, the FASB amended its guidance related to the capitalization and amortization of the incremental costs of obtaining a contract with a customer. The Company adopted the amended revenue and cost recognition guidance on January 1, 2018 using the modified retrospective transition approach. On adoption, the Company recorded a cumulative effect adjustment, net of tax effects, that reduced Accumulated deficit by $27.9 million for the effects of the amended revenue recognition guidance and reduced Accumulated deficit by $1.3 million for the effects of capitalizing incremental costs to obtain contracts with customers. The significant differences giving rise to the cumulative effect adjustments are described in Note 4 . Results for periods beginning after December 31, 2017 are presented under the amended revenue and cost recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous revenue and cost recognition policies. Standards Pending Adoption In August 2018, the FASB modified the requirements for capitalizing costs incurred to implement a hosting arrangement that is a service contract. The modified requirements were intended to align the cost capitalization requirements for hosting arrangements with the cost capitalization requirements for internal-use software. The modified guidance is effective for the Company beginning on January 1, 2020, with early adoption permitted. The guidance can be applied prospectively to all arrangements entered into or materially modified after the effective date or using a retrospective transition approach. The Company does not expect application of the modified requirements for capitalizing costs incurred to implement a hosting arrangement to have a material effect on its Consolidated Financial Statements . In 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. Adoption of the updated guidance is expected to result in the recognition of an immaterial addition to the allowance for credit losses as an adjustment to Accumulated deficit , primarily related to establishing an allowance for credit losses for contract assets for which revenue has been recognized in excess of the amount billed to the customer. In December 2019, the FASB issued guidance to simplify the accounting for income taxes by removing certain exceptions to general principles, clarifying requirements and including amendments to improve consistent application of the guidance. The guidance specifically removes the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, such as discontinued operations or other comprehensive income. The guidance also requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and to account for any other amounts incurred as a non-income based tax. The guidance is effective for the Company beginning on January 1, 2021 using a prospective approach. Early adoption is permitted. The Company is evaluating the effect of application on its 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. Unobservable inputs for the asset or liability. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory Components of Inventory were as follows (in thousands): December 31, 2019 December 31, 2018 Raw materials $ 133 $ 864 Finished goods 3,064 6,585 Inventory $ 3,197 $ 7,449 |
Property and Equipment, Net | Property and equipment, net Components of Property and equipment, net were as follows (in thousands): December 31, 2019 December 31, 2018 Computer software and equipment $ 156,335 $ 148,935 Leasehold improvements 50,941 47,431 Furniture and fixtures 10,054 9,494 Property and equipment, gross 217,330 205,860 Less: Accumulated depreciation and amortization (169,066 ) (152,274 ) Property and equipment, net $ 48,264 $ 53,586 Property and equipment, net by geographic area was as follows (in thousands): December 31, 2019 December 31, 2018 United States $ 41,125 $ 44,516 Rest of the world 7,139 9,070 Property and equipment, net $ 48,264 $ 53,586 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses Components of Accounts payable and accrued expenses were as follows (in thousands): December 31, 2019 December 31, 2018 Accounts payable $ 11,801 $ 2,180 Accrued compensation and benefits 44,456 46,466 Other accrued liabilities 69,992 56,335 Accounts payable and accrued expenses $ 126,249 $ 104,981 |
Components of Interest Income and Other, Net | Components of Interest income and other, net were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Interest income $ 5,939 $ 5,232 $ 3,122 Foreign currency loss (1,128 ) (550 ) (1,574 ) Equity method income (loss) 1,572 996 (451 ) Other income, net 2,143 4 1,818 Interest income and other, net $ 8,526 $ 5,682 $ 2,915 |
Supplemental Cash Flow Information | Supplemental cash flow information (in thousands): Year Ended December 31, 2019 2018 2017 Cash paid during the period for: Income taxes, net of refunds $ 27,298 $ 17,906 $ 17,660 Interest $ 33,896 $ 32,462 $ 26,567 Significant noncash transactions: Fair value of shares issued in connection with the TiVo Acquisition $ — $ — $ 536 Patents acquired as part of a licensing agreement $ 7,086 $ 16,000 $ — |
Revenues (Tables)
Revenues (Tables) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Impairment losses | $ 0 | $ 0 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The impact of adoption of the amended revenue and cost recognition guidance on the Consolidated Statements of Operations was as follows (in thousands): Year Ended December 31, 2018 As Reported As If Applying Prior Guidance Effect of Change Total Revenues, net $ 695,865 $ 713,142 $ (17,277 ) Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets 169,149 171,898 (2,749 ) Selling, general and administrative 181,047 181,245 (198 ) Loss from continuing operations before income taxes (339,011 ) (324,681 ) (14,330 ) Income tax expense 14,052 15,561 (1,509 ) Loss from continuing operations, net of tax (353,063 ) (340,242 ) (12,821 ) The cumulative effect of these changes on the Consolidated Balance Sheets on adoption was as follows (in thousands): Contracts with Customers Costs to Obtain Contracts with Customers De-recognition of Prepaid Stored Value Product Liabilities December 31, 2017 January 1, 2018 Accounts receivable, net $ 180,768 $ 24,177 $ — $ — $ 204,945 Prepaid expenses and other current assets 34,751 (2,705 ) 525 — 32,571 Other long-term assets 71,641 (4,419 ) 819 — 68,041 Accounts payable and accrued expenses (135,852 ) — — 2,155 (133,697 ) Unearned revenue (55,393 ) 11,208 — — (44,185 ) Deferred tax liabilities, net (50,356 ) (348 ) — — (50,704 ) Accumulated deficit 1,392,651 (27,913 ) (1,344 ) (2,155 ) 1,361,239 | |
Schedules of Concentration of Risks | Customers representing 10% or more of Total Revenues, net were as follows: Year Ended December 31, 2019 2018 2017 AT&T Inc. ("AT&T") 11 % 10 % 14 % | |
Revenue By Contract Type | By segment, the pattern of revenue recognition was as follows (in thousands): Year Ended December 31, 2019 Year Ended December 31, 2018 Product Intellectual Property Licensing Total Revenues, net Product Intellectual Property Licensing Total Revenues, net Goods and services transferred at a point in time $ 73,948 $ 125,194 $ 199,142 $ 104,803 $ 110,679 $ 215,482 Goods and services transferred over time 277,033 148,249 425,282 295,927 161,230 457,157 Out-of-license settlements — 43,705 43,705 — 23,226 23,226 Total Revenues, net $ 350,981 $ 317,148 $ 668,129 $ 400,730 $ 295,135 $ 695,865 | |
Revenue from External Customers by Geographic Areas | Revenue by geographic area was as follows (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 448,630 $ 464,364 $ 616,883 Canada 68,136 39,997 37,680 Rest of the world 151,363 191,504 171,893 Total Revenues, net $ 668,129 $ 695,865 $ 826,456 | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable, net Components of Accounts receivable, net were as follows (in thousands): December 31, 2019 December 31, 2018 Accounts receivable, gross $ 160,139 $ 155,708 Less: Allowance for doubtful accounts (2,123 ) (2,842 ) Accounts receivable, net $ 158,016 $ 152,866 | |
Schedule Of Allowance For Doubtful Accounts Continuing Operations | Allowance for Doubtful Accounts Changes in the Allowance for Doubtful Accounts were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ (2,842 ) $ (2,575 ) $ (1,963 ) Provision for bad debt (671 ) (579 ) 1,726 Deductions and write-offs, net 1,390 312 (2,338 ) Balance at end of period $ (2,123 ) $ (2,842 ) $ (2,575 ) | |
Contract Assets with Customer | Contract assets were recorded in the Consolidated Balance Sheets as follows (in thousands): December 31, 2019 December 31, 2018 Accounts receivable, net $ 51,433 $ 35,115 Prepaid expenses and other current assets 2,600 1,654 Other long-term assets 11,514 8,532 Total contract assets, net $ 65,547 $ 45,301 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis | As of December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 119,349 $ — $ — $ 119,349 $ 119,349 $ — $ — Level 1: Money market funds 226,111 — — 226,111 226,111 — — Level 1 Subtotal 226,111 — — 226,111 226,111 — — Level 2: Corporate debt securities 40,522 — (1 ) 40,521 16,280 24,241 — U.S. Treasuries / Agencies 39,009 32 (10 ) 39,031 11,979 27,052 — Level 2 Subtotal 79,531 32 (11 ) 79,552 28,259 51,293 — Total assets $ 424,991 $ 32 $ (11 ) $ 425,012 $ 373,719 $ 51,293 $ — As of December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash $ 40,125 $ — $ — $ 40,125 $ 40,125 $ — $ — Level 1: Money market funds 121,830 — — 121,830 121,830 — — Level 1 Subtotal 121,830 — — 121,830 121,830 — — Level 2: Corporate debt securities 114,159 1 (400 ) 113,760 — 90,753 23,007 U.S. Treasuries / Agencies 118,497 70 (164 ) 118,403 — 68,203 50,200 Level 2 Subtotal 232,656 71 (564 ) 232,163 — 158,956 73,207 Total assets $ 394,611 $ 71 $ (564 ) $ 394,118 $ 161,955 $ 158,956 $ 73,207 Liabilities reported at fair value in the Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): December 31, 2019 December 31, 2018 Significant Other Significant Other Liabilities Other long-term liabilities Interest rate swaps $ (6,120 ) $ (3,012 ) Total Liabilities $ (6,120 ) $ (3,012 ) |
Summary of Level 3 Contingent Consideration | Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Year Ended December 31, 2018 2017 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) Sales (10,715 ) — — — Settlements — 1,874 — 2,650 Transfers out (a) — 1,700 — — Gain (loss) included in earnings (85 ) (1,340 ) — 389 Unrealized loss reclassified on sale 216 — — — Unrealized gains included in other comprehensive income — — 216 — Balance at end of period $ — $ — $ 10,584 $ (2,234 ) (a) During the year ended December 31, 2018 , $1.7 million related to the Cubiware Contingent Consideration was reclassified to a contingent liability that is not measured at fair value. |
Summary Of Level 3 Auction Rate Securities | Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Year Ended December 31, 2018 2017 Auction Rate Securities Cubiware Contingent Consideration Auction Rate Securities Cubiware Contingent Consideration Balance at beginning of period $ 10,584 $ (2,234 ) $ 10,368 $ (5,273 ) Sales (10,715 ) — — — Settlements — 1,874 — 2,650 Transfers out (a) — 1,700 — — Gain (loss) included in earnings (85 ) (1,340 ) — 389 Unrealized loss reclassified on sale 216 — — — Unrealized gains included in other comprehensive income — — 216 — Balance at end of period $ — $ — $ 10,584 $ (2,234 ) (a) During the year ended December 31, 2018 , $1.7 million related to the Cubiware Contingent Consideration was reclassified to a contingent liability that is not measured at fair value. |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): December 31, 2019 December 31, 2018 Carrying Amount Fair Value (a) Carrying Amount Fair Value (a) 2020 Convertible Notes $ 292,699 $ 292,419 $ 326,640 $ 316,538 2021 Convertible Notes 48 48 48 48 2019 Term Loan Facility 692,792 736,110 — — Term Loan Facility B — — 665,449 633,404 Total Long-term debt $ 985,539 $ 1,028,577 $ 992,137 $ 949,990 (a) If reported at fair value in the Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities | The fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands): December 31, 2019 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 7,003 $ (1 ) $ — $ — $ 7,003 $ (1 ) U.S. Treasuries / Agencies 11,979 (1 ) 16,497 (9 ) 28,476 (10 ) Marketable securities $ 18,982 $ (2 ) $ 16,497 $ (9 ) $ 35,479 $ (11 ) December 31, 2018 Less than 12 Months 12 Months or Longer Total Description of Securities Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Corporate debt securities $ 52,617 $ (170 ) $ 46,991 $ (230 ) $ 99,608 $ (400 ) U.S. Treasuries / Agencies 68,519 (82 ) 19,160 (82 ) 87,679 (164 ) Marketable securities $ 121,136 $ (252 ) $ 66,151 $ (312 ) $ 187,287 $ (564 ) |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2019 Weighted-Average Remaining Useful Life Gross Accumulated Net Finite-lived intangible assets Developed technology and patents 4.1 years $ 1,065,506 $ (855,934 ) $ 209,572 Existing contracts and customer relationships 12.3 years 402,695 (216,148 ) 186,547 Content databases and other 4.0 years 57,410 (52,475 ) 4,935 Trademarks / Tradenames N/A 8,300 (8,300 ) — Total finite-lived intangible assets 1,533,911 (1,132,857 ) 401,054 Indefinite-lived intangible assets TiVo Tradename N/A 14,000 — 14,000 Total intangible assets $ 1,547,911 $ (1,132,857 ) $ 415,054 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 December 31, 2019 , estimated amortization expense for finite-lived intangible assets was as follows (in thousands): 2020 $ 112,512 2021 69,744 2022 42,026 2023 24,852 2024 21,851 Thereafter 130,069 Total $ 401,054 |
Summary of Goodwill Activity | Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill by reportable segment were as follows (in thousands): Product Intellectual Property Licensing Total December 31, 2017 $ 521,895 $ 1,291,332 $ 1,813,227 Impairment (269,000 ) — (269,000 ) Foreign currency translation 116 — 116 December 31, 2018 $ 253,011 $ 1,291,332 $ 1,544,343 Impairment (99,828 ) (254,733 ) (354,561 ) Foreign currency translation 43 — 43 December 31, 2019 $ 153,226 $ 1,036,599 $ 1,189,825 |
Restructuring and Asset Impai_2
Restructuring and Asset Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Facility-related costs $ (180 ) $ 340 $ 4,465 Severance costs 6,576 6,658 4,696 Share-based payments 375 3,039 2,663 Asset impairment 961 24 7,220 Contract termination costs and other 9 — 4 Restructuring and asset impairment charges $ 7,741 $ 10,061 $ 19,048 Components of accrued restructuring costs were as follows (in thousands): December 31, 2019 December 31, 2018 Facility-related costs $ — $ 264 Severance costs 2,264 3,996 Accrued restructuring costs $ 2,264 $ 4,260 |
Restructuring Activities Related to Plans | Restructuring activities related to the Profit Improvement Plan were as follows (in thousands): December 31, 2019 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ (180 ) $ — $ 180 $ — $ — Severance costs 3,857 4,617 (6,916 ) — (36 ) 1,522 Asset impairment — 961 — (961 ) — — Total $ 3,857 $ 5,398 $ (6,916 ) $ (781 ) $ (36 ) $ 1,522 December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ — $ 47 $ (47 ) $ — $ — $ — Severance costs — 6,541 (2,668 ) — (16 ) 3,857 Share-based payments — 3,039 — (3,039 ) — — Asset impairment — 24 — (24 ) — — Total $ — $ 9,651 $ (2,715 ) $ (3,063 ) $ (16 ) $ 3,857 TiVo Integration Restructuring Plan were as follows (in thousands): December 31, 2019 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 110 $ — $ (47 ) $ — $ (63 ) $ — Total $ 110 $ — $ (47 ) $ — $ (63 ) $ — December 31, 2018 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 111 $ 280 $ (230 ) $ — $ (51 ) $ 110 Severance costs 448 115 (564 ) — 1 — Total $ 559 $ 395 $ (794 ) $ — $ (50 ) $ 110 December 31, 2017 Balance at Beginning of Period Restructuring Expense Cash Settlements Non-Cash Settlements Other Balance at End of Period Facility-related costs $ 224 $ 3,690 $ (3,486 ) $ — $ (317 ) $ 111 Severance costs 3,504 4,850 (7,876 ) — (30 ) 448 Share-based payments — 2,663 — (2,663 ) — — Asset impairment — 7,220 — (7,220 ) — — Contract termination costs and other 63 4 (67 ) — — — Total $ 3,791 $ 18,427 $ (11,429 ) $ (9,883 ) $ (347 ) $ 559 2019 Transformation Plan for the year ended December 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 $ — $ 1,960 $ (1,355 ) $ — $ (2 ) $ 603 Share-based payments — 375 — (375 ) — — Other — 8 (8 ) — — — Total $ — $ 2,343 $ (1,363 ) $ (375 ) $ (2 ) $ 603 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 12 Months Ended |
Dec. 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): December 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 $ 295,000 $ 292,699 $ 345,000 $ 326,640 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 2019 Term Loan Facility Variable November 22, 2019 November 22, 2024 715,000 692,792 — — Term Loan Facility B Variable July 2, 2014 NA — — 668,500 665,449 Total Long-term debt $ 1,010,048 985,539 $ 1,013,548 992,137 Less: Current portion of long-term debt 343,035 373,361 Long-term debt, less current portion $ 642,504 $ 618,776 |
Schedule of Maturities of Long-term Debt | As of December 31, 2019 , aggregate expected principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): 2020 $ 350,413 2021 71,548 2022 71,500 2023 71,500 2024 445,087 Total $ 1,010,048 |
Summary of Interest Rate Swaps | Details of the Company's interest rate swaps as of December 31, 2019 and December 31, 2018 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity December 31, 2019 December 31, 2018 Interest Rate Paid Interest Rate Received 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 | 2020 Convertible Notes | |
Debt Instrument [Line Items] | |
Convertible Debt | Related to the 2020 Convertible Notes , the Consolidated Balance Sheets included the following (in thousands): December 31, 2019 December 31, 2018 Liability component Principal outstanding $ 295,000 $ 345,000 Less: Unamortized debt discount (2,031 ) (16,253 ) Less: Unamortized debt issuance costs (270 ) (2,107 ) Carrying amount $ 292,699 $ 326,640 Equity component $ 62,858 $ 63,854 |
Components of Interest Expense | Components of interest expense related to the 2020 Convertible Notes included in the Consolidated Statements of Operations were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Stated interest $ 1,594 $ 1,725 $ 1,725 Amortization of debt discount 12,809 13,246 12,645 Amortization of debt issuance costs 1,652 1,628 1,475 Total interest expense $ 16,055 $ 16,599 $ 15,845 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of operating lease costs were as follows (in thousands): Classification Year Ended December 31, 2019 Fixed lease cost $ 17,601 Variable lease cost 5,031 Short-term lease cost 426 Less: Sublease income (9,317 ) Total operating lease cost $ 13,741 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2019 Operating cash flows: Cash paid for amounts included in the measurement of operating Lease liabilities $ 19,328 Non-cash activity: Right-of-use assets obtained in exchange for operating Lease liabilities $ 8,519 Derecognition of Right-of-use assets upon early termination of lease $ (2,373 ) Impairment of Right-of-use assets $ (591 ) Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate): December 31, 2019 Right-of-use assets $ 59,888 Lease liabilities - current $ 13,009 Lease liabilities - non current 61,603 Total Lease liabilities $ 74,612 Weighted average remaining lease term 6.0 years Weighted average discount rate 6.6 % |
Maturities of Lease Liabilities | As of December 31, 2019 , aggregate expected lease payments were as follows (in thousands): Operating Lease Liabilities Sublease Income Net Operating Lease Payments 2020 $ 17,657 $ (5,823 ) $ 11,834 2021 16,406 (5,738 ) 10,668 2022 13,681 (5,909 ) 7,772 2023 11,681 (6,081 ) 5,600 2024 11,995 (6,256 ) 5,739 Thereafter 20,109 (7,214 ) 12,895 Total lease payments 91,529 (37,021 ) 54,508 Less: imputed interest (16,917 ) — (16,917 ) Total $ 74,612 $ (37,021 ) $ 37,591 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 31, 2019 2018 2017 Weighted average shares used in computing basic per share amounts 125,484 123,020 120,355 Dilutive effect of equity-based compensation awards — — — Weighted average shares used in computing diluted per share amounts 125,484 123,020 120,355 |
Weighted Average Potential Anti-Dilutive Common Shares | Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Restricted awards 5,377 4,696 4,567 Stock options 800 2,027 2,850 2020 Convertible Notes (a) 12,589 13,162 12,429 2021 Convertible Notes (a) 1 1 1 Warrants related to 2020 Convertible Notes (a) 12,933 12,486 12,232 Weighted average potential shares excluded from the calculation of Diluted EPS 31,700 32,372 32,079 (a) See Note 8 for additional details. |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Assumptions Used To Value Equity-Based Payments | Weighted-average assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Year Ended December 31, 2019 2018 2017 Restricted stock units subject to market conditions: Expected volatility 40.7 % 39.2 % 50.1 % Expected term 2.5 years 2.5 years 3.0 years Risk-free interest rate 1.8 % 2.6 % 1.9 % Expected dividend yield 4.4 % 5.5 % 4 % ESPP shares: Expected volatility 49.2 % 43.3 % 42.0 % Expected term 1.3 years 1.3 years 1.3 years Risk-free interest rate 2.1 % 2.2 % 1.1 % Expected dividend yield 5.1 % 5.6 % 2.4 % |
Weighted Average Fair Value Per Share Of Equity-Based Awards | The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Year Ended December 31, 2019 2018 2017 Weighted average grant date fair value Restricted awards $ 6.73 $ 11.63 $ 15.18 ESPP shares $ 3.62 $ 3.99 $ 5.70 Equity-based compensation Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 28,705 $ 39,779 $ 52,561 Pre-tax equity-based compensation, included in restructuring expense $ 375 $ 3,039 $ 2,663 |
Restricted Awards Activity | Activity related to the Company's restricted awards for the year ended December 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 4,591 $ 6.73 Vested (2,063 ) $ 14.29 Forfeited (1,346 ) $ 12.18 Outstanding as of end of period 6,532 $ 9.39 |
Schedule of Stock Option Activity | Activity related to the Company's stock options for the year ended December 31, 2019 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding as of beginning of period 1,702 $ 24.56 Forfeited and expired (1,182 ) $ 25.03 Outstanding as of end of period 520 $ 23.49 1.3 years $ — Vested and expected to vest as of December 31, 2019 520 $ 22.49 1.3 years $ — Exercisable as of December 31, 2019 517 $ 23.50 1.3 years $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Significant Portions of the Deferred Tax Assets and Liabilities | Significant deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2019 December 31, 2018 Deferred tax assets: U.S. federal and state net operating losses and credits $ 424,515 $ 414,994 Accrued liabilities 19,759 21,906 Deferred revenue 24,241 27,210 Equity-based compensation 2,802 5,384 Capital and other losses 5,407 14,477 Other 7,655 9,773 Gross deferred tax assets 484,379 493,744 Valuation allowance (409,124 ) (387,643 ) Net deferred tax assets 75,255 106,101 Deferred tax liabilities: Intangible assets (105,348 ) (148,207 ) Other (1,842 ) (1,309 ) Gross deferred tax liabilities (107,190 ) (149,516 ) Net deferred tax liabilities $ (31,935 ) $ (43,415 ) Deferred tax assets and liabilities are presented in the Consolidated Balance Sheets as follows (in thousands): December 31, 2019 December 31, 2018 Other long-term assets $ 2,296 $ 1,615 Deferred tax liabilities, net (34,231 ) (45,030 ) Net deferred tax liabilities $ (31,935 ) $ (43,415 ) |
Summary of Tax Credit Carryforwards | As of December 31, 2019 , the Company had the following credits available to reduce future income tax expense as follows (in thousands): Carryforward Amount Years of Expiration Federal research and development credits $ 65,761 2023 - 2039 State research and development credits $ 69,199 Indefinite Foreign tax credits $ 101,417 2020 - 2029 |
Summary of Operating Loss Carryforwards | As of December 31, 2019 , the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands): Carryforward Amount Years of Expiration Federal $ 952,627 2020 - 2035 State $ 1,073,262 2020 - 2039 |
Schedule of Deferred Tax Asset Valuation Roll Forward | The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ (387,643 ) $ (390,161 ) $ (428,778 ) Additions (21,481 ) (12,356 ) (66,578 ) Deductions resulting from TiVo Acquisition — — 195 Deductions resulting from Tax Act of 2017 — 14,874 105,000 Balance at end of period $ (409,124 ) $ (387,643 ) $ (390,161 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of period $ 85,480 $ 73,080 $ 83,055 Increases: Assumed in acquisition — — 365 Tax positions related to the current year 1,993 — 6,263 Tax positions related to prior years 158 81 2,091 Tax Act of 2017 — 14,938 — Decreases: Tax positions related to prior years (8,312 ) (1,724 ) (2,232 ) Tax Act of 2017 — — (15,282 ) Audit settlements (409 ) — — Statute of limitations lapses (698 ) (893 ) (1,242 ) Foreign currency (1 ) (2 ) 62 Balance at end of period $ 78,211 $ 85,480 $ 73,080 |
Components of Income from Continuing Operations Before Income Taxes | The components of Loss from continuing operations before income taxes consist of the following (in thousands): Year Ended December 31, 2019 2018 2017 United States $ (402,407 ) $ (350,017 ) $ (55,846 ) Rest of the world 11,277 11,006 7,611 Loss from continuing operations before income taxes $ (391,130 ) $ (339,011 ) $ (48,235 ) Income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ 4,015 $ 3,000 $ — State 1,279 3,451 906 Foreign 20,173 14,136 16,329 Total current income tax expense 25,467 20,587 17,235 Deferred: Federal (5,019 ) (7,663 ) (24,579 ) State (4,311 ) 60 (1,947 ) Foreign (1,993 ) 1,068 (988 ) Total deferred income tax benefit (11,323 ) (6,535 ) (27,514 ) Income tax expense (benefit) $ 14,144 $ 14,052 $ (10,279 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate to Loss from continuing operations before income taxes as a result of the following (in thousands): Year Ended December 31, 2019 2018 2017 Federal income tax $ (82,137 ) $ (71,192 ) $ (16,882 ) State income tax, net of federal benefit (1,674 ) 2,878 (397 ) Foreign income tax rate differential (1,103 ) (1,053 ) (748 ) Foreign withholding tax 18,199 14,533 13,849 Repatriation of foreign income, deemed and actual 2,390 1,948 1,526 Change in unrecognized tax benefits (123 ) 339 (704 ) Change in valuation allowance 7,722 10,887 12,511 Equity-based compensation 870 2,175 (976 ) TiVo Acquisition-related items — 595 5,724 Entity rationalization — — 2,369 Tax Act of 2017 4,083 2,936 (26,551 ) Goodwill impairment 65,917 50,006 — Income tax expense (benefit) $ 14,144 $ 14,052 $ (10,279 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Product Platform Solutions $ 267,441 $ 315,814 $ 334,004 Software and Services 80,443 76,249 84,964 Other 3,097 8,667 4,548 Revenues, net 350,981 400,730 423,516 Adjusted Operating Expenses (1) 302,491 333,720 377,107 Adjusted EBITDA (2) 48,490 67,010 46,409 Intellectual Property Licensing US Pay TV Providers 173,217 185,954 278,973 CE Manufacturers 42,503 35,644 51,219 New Media, International Pay TV Providers and Other 101,428 73,537 72,748 Revenues, net 317,148 295,135 402,940 Adjusted Operating Expenses (1) 95,962 99,532 97,059 Adjusted EBITDA (2) 221,186 195,603 305,881 Corporate Adjusted Operating Expenses (1) 58,383 62,521 62,148 Adjusted EBITDA (2) (58,383 ) (62,521 ) (62,148 ) Consolidated Total Revenues, net 668,129 695,865 826,456 Adjusted Operating Expenses (1) 456,836 495,773 536,314 Adjusted EBITDA (2) 211,293 200,092 290,142 Depreciation 21,247 21,464 22,144 Amortization of intangible assets 112,727 147,336 166,657 Restructuring and asset impairment charges 7,741 10,061 19,048 Goodwill impairment 354,561 269,000 — Equity-based compensation 28,705 39,779 52,561 Merger, separation and transformation costs 26,212 — — Transition and integration costs 1,736 9,797 20,364 Earnout amortization — 1,494 3,833 CEO transition cash costs 1,000 (975 ) 4,305 Remeasurement of contingent consideration — 1,104 (1,023 ) Gain on settlement of acquired receivable — — (2,537 ) Operating (loss) income (342,636 ) (298,968 ) 4,790 Interest expense (49,902 ) (49,150 ) (42,756 ) Interest income and other, net 8,526 5,682 2,915 (Loss) gain on interest rate swaps (4,966 ) 3,425 1,859 TiVo Acquisition litigation — — (14,006 ) Loss on debt extinguishment (2,152 ) — (108 ) Loss on debt modification — — (929 ) Loss from continuing operations before income taxes $ (391,130 ) $ (339,011 ) $ (48,235 ) (1) Adjusted Operating Expenses are defined as operating expenses excluding Depreciation , Amortization of intangible assets , Restructuring and asset impairment charges , Goodwill impairment , Equity-based compensation , Merger, separation and transformation 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 , Goodwill impairment , Equity-based compensation , Merger, separation and transformation costs , Transition and integration costs , retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration . |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Consolidated Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2019 Total Revenues, net $ 158,235 $ 176,172 $ 158,524 $ 175,198 Restructuring and asset impairment charges 1,813 2,676 1,995 1,257 Goodwill impairment — — 137,453 217,108 Operating (loss) income from continuing operations (8,020 ) 12,629 (137,717 ) (209,528 ) Loss from continuing operations, net of tax (26,644 ) (9,540 ) (151,010 ) (218,080 ) Loss from discontinued operations, net of tax — — (379 ) (4,414 ) Net loss (26,644 ) (9,540 ) (151,389 ) (222,494 ) Basic loss per share: Continuing operations $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.72 ) Discontinued operations — — — (0.03 ) Basic loss per share $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.75 ) Weighted average shares used in computing basic per share amounts 124,422 124,960 126,081 126,444 Diluted loss per share: Continuing operations $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.72 ) Discontinued operations — — — (0.03 ) Diluted loss per share $ (0.21 ) $ (0.08 ) $ (1.20 ) $ (1.75 ) Weighted average shares used in computing diluted per share amounts 124,422 124,960 126,081 126,444 Dividends declared per share $ 0.18 $ 0.08 $ 0.08 $ — 2018 Total Revenues, net $ 189,837 $ 172,860 $ 164,709 $ 168,459 Restructuring and asset impairment charges 4,546 1,101 2,921 1,493 Goodwill impairment — — — 269,000 Operating loss from continuing operations (9,040 ) (8,763 ) (7,681 ) (273,484 ) Loss from continuing operations, net of tax (19,014 ) (22,868 ) (22,992 ) (288,189 ) Income (loss) from discontinued operations, net of tax 1,297 2,298 143 (23 ) Net loss (17,717 ) (20,570 ) (22,849 ) (288,212 ) Basic loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Basic loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing basic per share amounts 122,080 122,713 123,459 123,802 Diluted loss per share: Continuing operations $ (0.16 ) $ (0.19 ) $ (0.19 ) $ (2.33 ) Discontinued operations 0.01 0.02 — — Diluted loss per share $ (0.15 ) $ (0.17 ) $ (0.19 ) $ (2.33 ) Weighted average shares used in computing diluted per share amounts 122,080 122,713 123,459 123,802 Dividends declared per share $ 0.18 $ 0.18 $ 0.18 $ 0.18 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 |
Related Party Transaction [Line Items] | |||||
Losses from cumulative translation adjustments | $ 3,600 | $ 3,500 | |||
Due from banks | $ 900 | 900 | |||
Product return period | 30 days | ||||
Period to cancel subscription for a full refund | 30 days | ||||
Lifetime subscription amortization period | 72 months | ||||
Advertising expense | $ 7,700 | 7,800 | $ 8,800 | ||
Accumulated deficit | $ 2,120,654 | $ 1,710,587 | $ 1,392,651 | $ 1,361,239 | |
De-recognition of Prepaid Stored Value Product Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Accumulated deficit | (2,155) | ||||
Contracts with Customers | |||||
Related Party Transaction [Line Items] | |||||
Accumulated deficit | (27,913) | ||||
Costs to Obtain Contracts with Customers | |||||
Related Party Transaction [Line Items] | |||||
Accumulated deficit | $ (1,344) | ||||
Operating Lease Liability | Accounting Standards Update 2016-02 | |||||
Related Party Transaction [Line Items] | |||||
Effect of new accounting principle | $ 81,900 | ||||
Operating Lease Right-of-use Asset | Accounting Standards Update 2016-02 | |||||
Related Party Transaction [Line Items] | |||||
Effect of new accounting principle | $ 66,700 | ||||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Contract assets amortization period | 5 years | ||||
Finite-lived intangible asset useful life | 18 years | ||||
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Contract assets amortization period | 3 years | ||||
Finite-lived intangible asset useful life | 2 years | ||||
Computer Equipment And Software | |||||
Related Party Transaction [Line Items] | |||||
Property, plant and equipment useful life | 3 years | ||||
Furniture and fixtures | |||||
Related Party Transaction [Line Items] | |||||
Property, plant and equipment useful life | 5 years | ||||
Software and Software Development Costs | |||||
Related Party Transaction [Line Items] | |||||
Property, plant and equipment useful life | 5 years |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
(Loss) Income from discontinued operations, net of tax | $ (4,414) | $ (379) | $ 0 | $ 0 | $ (23) | $ 143 | $ 2,298 | $ 1,297 | $ (4,793) | $ 3,715 | $ 0 |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Inventory, Net | ||||
Raw materials | $ 133 | $ 864 | ||
Finished goods | 3,064 | 6,585 | ||
Inventory | 3,197 | 7,449 | ||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 217,330 | 205,860 | ||
Less: Accumulated depreciation and amortization | (169,066) | (152,274) | ||
Property and equipment, net | 48,264 | 53,586 | ||
Accounts Payable and Accrued Expenses | ||||
Accounts payable | 11,801 | 2,180 | ||
Accrued compensation and benefits | 44,456 | 46,466 | ||
Other accrued liabilities | 69,992 | 56,335 | ||
Accounts payable and accrued expenses | 126,249 | 104,981 | $ 135,852 | $ 133,697 |
Interest and Other Income [Abstract] | ||||
Interest income | 5,939 | 5,232 | 3,122 | |
Foreign currency loss | (1,128) | (550) | (1,574) | |
Equity method income (loss) | 1,572 | 996 | (451) | |
Other income, net | 2,143 | 4 | 1,818 | |
Interest income and other, net | 8,526 | 5,682 | 2,915 | |
Cash paid during the period for: | ||||
Income taxes, net of refunds | 27,298 | 17,906 | 17,660 | |
Interest | 33,896 | 32,462 | 26,567 | |
Significant noncash transactions | ||||
Fair value of shares issued in connection with the TiVo Acquisition | 0 | 0 | 536 | |
Patents acquired as part of a licensing agreement | 7,086 | 16,000 | $ 0 | |
Computer Software and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 156,335 | 148,935 | ||
Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 50,941 | 47,431 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 10,054 | 9,494 | ||
United States | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | 41,125 | 44,516 | ||
Rest of the world | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | $ 7,139 | $ 9,070 | ||
India | Geographic Concentration Risk | Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk (percent) | 9.00% | 13.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($)performance_obligation | Dec. 31, 2017USD ($) | |
Revenue, Major Customer [Line Items] | ||||
Accumulated deficit | $ (2,120,654) | $ (1,710,587) | $ (1,361,239) | $ (1,392,651) |
Revenue recognized | 44,200 | |||
Revenue from remaining performance obligation | $ 662,700 | |||
International MSO Agreements [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Number of distinct performance obligations | performance_obligation | 2 | |||
Contracts with Customers | ||||
Revenue, Major Customer [Line Items] | ||||
Accumulated deficit | $ 27,913 | |||
Contracts with Customers | International MSO Agreements [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Accumulated deficit | 34,400 | |||
Fixed-Fee Patent Licensing Agreement [Member] | Contracts with Customers | ||||
Revenue, Major Customer [Line Items] | ||||
Accumulated deficit | $ 10,200 |
Revenues - Cumulative Effect of
Revenues - Cumulative Effect of Changes on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable, net | $ 158,016 | $ 152,866 | $ 204,945 | $ 180,768 |
Prepaid expenses and other current assets | 27,023 | 30,806 | 32,571 | 34,751 |
Other long-term assets | 56,293 | 63,365 | 68,041 | 71,641 |
Accounts payable and accrued expenses | (126,249) | (104,981) | (133,697) | (135,852) |
Unearned revenue | (44,185) | (55,393) | ||
Deferred tax liabilities, net | (34,231) | (45,030) | (50,704) | (50,356) |
Accumulated deficit | $ 2,120,654 | $ 1,710,587 | 1,361,239 | $ 1,392,651 |
Contracts with Customers | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable, net | 24,177 | |||
Prepaid expenses and other current assets | (2,705) | |||
Other long-term assets | (4,419) | |||
Accounts payable and accrued expenses | 0 | |||
Unearned revenue | 11,208 | |||
Deferred tax liabilities, net | (348) | |||
Accumulated deficit | (27,913) | |||
Costs to Obtain Contracts with Customers | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable, net | 0 | |||
Prepaid expenses and other current assets | 525 | |||
Other long-term assets | 819 | |||
Accounts payable and accrued expenses | 0 | |||
Unearned revenue | 0 | |||
Deferred tax liabilities, net | 0 | |||
Accumulated deficit | (1,344) | |||
De-recognition of Prepaid Stored Value Product Liabilities | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accounts receivable, net | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Other long-term assets | 0 | |||
Accounts payable and accrued expenses | 2,155 | |||
Unearned revenue | 0 | |||
Deferred tax liabilities, net | 0 | |||
Accumulated deficit | $ (2,155) |
Revenues - Consolidated Stateme
Revenues - Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues, net: | $ 668,129 | $ 695,865 | $ 826,456 | ||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 156,533 | 169,149 | 167,712 | ||||||||
Selling, general and administrative | 191,417 | 181,047 | 205,024 | ||||||||
Loss from continuing operations before income taxes | (391,130) | (339,011) | (48,235) | ||||||||
Income tax expense | 14,144 | 14,052 | (10,279) | ||||||||
Loss from continuing operations, net of tax | $ (218,080) | $ (151,010) | $ (9,540) | $ (26,644) | $ (288,189) | $ (22,992) | $ (22,868) | $ (19,014) | $ (405,274) | (353,063) | $ (37,956) |
As If Applying Prior Guidance [Member] | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues, net: | 713,142 | ||||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 171,898 | ||||||||||
Selling, general and administrative | 181,245 | ||||||||||
Loss from continuing operations before income taxes | (324,681) | ||||||||||
Income tax expense | 15,561 | ||||||||||
Loss from continuing operations, net of tax | (340,242) | ||||||||||
Effect of Change Higher/(Lower) [Member] | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues, net: | (17,277) | ||||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | (2,749) | ||||||||||
Selling, general and administrative | (198) | ||||||||||
Loss from continuing operations before income taxes | (14,330) | ||||||||||
Income tax expense | (1,509) | ||||||||||
Loss from continuing operations, net of tax | $ (12,821) |
Revenues - Concentration of Ris
Revenues - Concentration of Risk (Details) - Customer Concentration Risk - AT&T | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 11.00% | 10.00% | 14.00% |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 19.00% | 18.00% |
Revenues - Revenue by Contract
Revenues - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | $ 668,129 | $ 695,865 | $ 826,456 |
Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 199,142 | 215,482 | |
Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 425,282 | 457,157 | |
Out-of-license settlements | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 43,705 | 23,226 | |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 350,981 | 400,730 | |
Product | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 73,948 | 104,803 | |
Product | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 277,033 | 295,927 | |
Product | Out-of-license settlements | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 0 | 0 | |
Intellectual Property Licensing | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 317,148 | 295,135 | |
Intellectual Property Licensing | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 125,194 | 110,679 | |
Intellectual Property Licensing | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | 148,249 | 161,230 | |
Intellectual Property Licensing | Out-of-license settlements | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues, net | $ 43,705 | $ 23,226 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | $ 668,129 | $ 695,865 | $ 826,456 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | 448,630 | 464,364 | 616,883 |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | 68,136 | 39,997 | 37,680 |
Rest of world | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, net: | $ 151,363 | $ 191,504 | $ 171,893 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||||
Accounts receivable, gross | $ 160,139 | $ 155,708 | ||
Less: Allowance for doubtful accounts | (2,123) | (2,842) | ||
Accounts receivable, net | $ 158,016 | $ 152,866 | $ 204,945 | $ 180,768 |
Revenues - Allowance for Doubtf
Revenues - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Balance at beginning of period | $ (2,842) | $ (2,575) | $ (1,963) |
Provision for bad debt | (671) | (579) | 1,726 |
Deductions and write-offs, net | 1,390 | 312 | (2,338) |
Balance at end of period | $ (2,123) | $ (2,842) | $ (2,575) |
Revenues - Contract Assets (Det
Revenues - Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 65,547 | $ 45,301 |
Accounts Receivable, Net | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 51,433 | 35,115 |
Prepaid Expenses and Other Current Assets | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | 2,600 | 1,654 |
Other Long-term Assets | ||
Disaggregation of Revenue [Line Items] | ||
Total contract assets, net | $ 11,514 | $ 8,532 |
Revenues - Expected Revenue Rec
Revenues - Expected Revenue Recognized (Details) $ in Millions | Dec. 31, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue from remaining performance obligation | $ 662.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | 1 year |
Expected timing of satisfaction | 31.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | 1 year |
Expected timing of satisfaction | 20.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | 1 year |
Expected timing of satisfaction | 15.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | 1 year |
Expected timing of satisfaction | 13.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | 1 year |
Expected timing of satisfaction | 11.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue is expected to recognized | |
Expected timing of satisfaction | 11.00% |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 119,349 | $ 40,125 |
Amortized Cost | 424,991 | 394,611 |
Gross Unrealized Gains | 32 | 71 |
Gross Unrealized Losses | (11) | (564) |
Total | 425,012 | 394,118 |
Cash and Cash Equivalents | 373,719 | 161,955 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 226,111 | 121,830 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 226,111 | 121,830 |
Cash and Cash Equivalents | 226,111 | 121,830 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 79,531 | 232,656 |
Gross Unrealized Gains | 32 | 71 |
Gross Unrealized Losses | (11) | (564) |
Total | 79,552 | 232,163 |
Cash and Cash Equivalents | 28,259 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (6,120) | (3,012) |
Money market funds | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 226,111 | 121,830 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 226,111 | 121,830 |
Cash and Cash Equivalents | 226,111 | 121,830 |
Corporate debt | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 40,522 | 114,159 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (1) | (400) |
Total | 40,521 | 113,760 |
Cash and Cash Equivalents | 16,280 | |
U.S. Treasuries / Agencies | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 39,009 | 118,497 |
Gross Unrealized Gains | 32 | 70 |
Gross Unrealized Losses | (10) | (164) |
Total | 39,031 | 118,403 |
Cash and Cash Equivalents | 11,979 | |
Short-Term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 51,293 | 158,956 |
Short-Term Investments | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 51,293 | 158,956 |
Short-Term Investments | Corporate debt | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 24,241 | 90,753 |
Short-Term Investments | U.S. Treasuries / Agencies | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 27,052 | 68,203 |
Long-Term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 73,207 |
Long-Term Investments | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 73,207 |
Long-Term Investments | Corporate debt | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 23,007 |
Long-Term Investments | U.S. Treasuries / Agencies | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 50,200 |
Other long-term liabilities | Interest rate swaps | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | $ (6,120) | $ (3,012) |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Summarized Fair Value And Gross Unrealized Losses Related To Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investment [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 18,982 | $ 121,136 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (2) | (252) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 16,497 | 66,151 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (9) | (312) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 35,479 | 187,287 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (11) | (564) |
Corporate debt | ||
Investment [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 7,003 | 52,617 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (1) | (170) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 0 | 46,991 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | 0 | (230) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 7,003 | 99,608 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | (1) | (400) |
U.S. Treasuries / Agencies | ||
Investment [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 11,979 | 68,519 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | (1) | (82) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | 16,497 | 19,160 |
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | (9) | (82) |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 28,476 | 87,679 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Accumulated Loss | $ (10) | $ (164) |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Changes in Level 3 Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities | ||||||||||||
Goodwill impairment | $ (137,500) | $ (217,108) | $ (137,453) | $ 0 | $ 0 | $ (269,000) | $ 0 | $ 0 | $ 0 | $ (354,561) | $ (269,000) | $ 0 |
Significant Unobservable Inputs (Level 3) | Cubiware Contingent Consideration | ||||||||||||
Liabilities | ||||||||||||
Balance at beginning of period | 0 | (2,234) | 0 | (2,234) | (5,273) | |||||||
Settlements | 1,874 | 2,650 | ||||||||||
Transfers out | 1,700 | 0 | ||||||||||
Gain (loss) included in earnings | (1,340) | 389 | ||||||||||
Balance at end of period | 0 | 0 | (2,234) | |||||||||
Significant Unobservable Inputs (Level 3) | Cubiware Contingent Consideration | Selling, General and Administrative Expenses | ||||||||||||
Liabilities | ||||||||||||
Increase (decrease) during period | (1,100) | 1,000 | ||||||||||
Significant Unobservable Inputs (Level 3) | Cubiware Contingent Consideration | Interest Expense | ||||||||||||
Liabilities | ||||||||||||
Increase (decrease) during period | (200) | 600 | ||||||||||
Significant Unobservable Inputs (Level 3) | Auction Rate Securities | ||||||||||||
Assets | ||||||||||||
Balance at beginning of period | $ 0 | $ 10,584 | 0 | 10,584 | 10,368 | |||||||
Sales | 10,715 | 0 | ||||||||||
Gain (loss) included in earnings | (85) | 0 | ||||||||||
Unrealized loss reclassified on sale | 216 | 0 | ||||||||||
Unrealized gains included in other comprehensive income | 216 | |||||||||||
Balance at end of period | $ 0 | 0 | $ 10,584 | |||||||||
Product and Intellectual Property Licensing | Nonrecurring | ||||||||||||
Liabilities | ||||||||||||
Goodwill impairment | $ (354,600) | $ (269,000) |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 985,539 | $ 992,137 |
Carrying Amount | Convertible Debt | 2020 Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 292,699 | 326,640 |
Carrying Amount | Convertible Debt | 2021 Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Carrying Amount | Line of Credit | 2019 Term Loan Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 692,792 | 0 |
Carrying Amount | Line of Credit | Term Loan Facility B | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 0 | 665,449 |
Fair Value | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 1,028,577 | 949,990 |
Fair Value | Convertible Debt | 2020 Convertible Notes | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 292,419 | 316,538 |
Fair Value | Convertible Debt | 2021 Convertible Notes | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Fair Value | Line of Credit | 2019 Term Loan Facility | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 736,110 | 0 |
Fair Value | Line of Credit | Term Loan Facility B | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 0 | $ 633,404 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Non-marketable equity method investments | $ 3,700,000 | $ 2,200,000 | ||
Securities owned not readily marketable | 400,000 | 1,500,000 | ||
Gain on equity securities without readily determinable fair value | 2,000,000 | |||
Impairment of equity securities without a readily determinable fair value | $ 0 | 0 | $ 1,200,000 | |
Cubiware Contingent Consideration | Selling, General and Administrative Expenses | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Increase (decrease) during period | (1,100,000) | 1,000,000 | ||
Cubiware Contingent Consideration | Interest Expense | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Increase (decrease) during period | $ (200,000) | $ 600,000 | ||
Nonrecurring | Tivo Integration Restructuring Plan | Asset Impairment Charges | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Impairment of certain property and equipment | $ 6,700,000 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Patents acquired as part of a licensing agreement | $ 7,086,000 | $ 16,000,000 | $ 0 | |||||||||
Payments for purchase of patents | 6,850,000 | 1,700,000 | 2,000,000 | |||||||||
Goodwill impairment | $ 137,500,000 | $ 217,108,000 | $ 137,453,000 | $ 0 | $ 0 | $ 269,000,000 | $ 0 | $ 0 | $ 0 | 354,561,000 | 269,000,000 | 0 |
Patents | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Intangible assets acquired | 14,000,000 | 17,700,000 | $ 2,000,000 | |||||||||
Patents acquired as part of a licensing agreement | 7,100,000 | 16,000,000 | ||||||||||
Payments for purchase of patents | $ 6,900,000 | $ 1,700,000 | ||||||||||
Acquired finite-lived intangible assets weighted average useful life | 9 years | 10 years | 5 years | |||||||||
Product | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | 20,500,000 | 79,300,000 | ||||||||||
Product | Nonrecurring | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | $ 269,000,000 | |||||||||||
Intellectual Property Licensing | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | $ 196,600,000 | $ 58,200,000 | ||||||||||
Intellectual Property Licensing | Nonrecurring | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment | $ 0 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,533,911 | $ 1,519,926 |
Accumulated Amortization | (1,132,857) | (1,020,156) |
Total | 401,054 | 499,770 |
Total Intangible Assets, Gross | 1,547,911 | 1,533,926 |
Total Intangible Assets, Net | $ 415,054 | 513,770 |
Developed Technology and Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset useful life | 4 years 1 month 6 days | |
Gross | $ 1,065,506 | 1,051,635 |
Accumulated Amortization | (855,934) | (765,221) |
Total | $ 209,572 | 286,414 |
Existing Contracts and Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset useful life | 12 years 3 months 18 days | |
Gross | $ 402,695 | 402,756 |
Accumulated Amortization | (216,148) | (195,752) |
Total | $ 186,547 | 207,004 |
Content Databases and Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset useful life | 4 years | |
Gross | $ 57,410 | 57,235 |
Accumulated Amortization | (52,475) | (50,883) |
Total | 4,935 | 6,352 |
Trademarks / Tradenames | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 8,300 | 8,300 |
Accumulated Amortization | (8,300) | (8,300) |
Total | 0 | 0 |
TiVo Solutions | TiVo Tradename | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Trade Names | $ 14,000 | $ 14,000 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Estimated Amortization Expense In Future Periods (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 112,512 | |
2021 | 69,744 | |
2022 | 42,026 | |
2023 | 24,852 | |
2024 | 21,851 | |
Thereafter | 130,069 | |
Total | $ 401,054 | $ 499,770 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Summary Of Goodwill Activity (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||||||||||||
Goodwill impairment | $ (137,500) | $ (217,108) | $ (137,453) | $ 0 | $ 0 | $ (269,000) | $ 0 | $ 0 | $ 0 | $ (354,561) | $ (269,000) | $ 0 |
Goodwill [Roll Forward] | ||||||||||||
Beginning of Period | 1,544,343 | 1,813,227 | 1,544,343 | 1,813,227 | ||||||||
Foreign currency translation | 43 | 116 | ||||||||||
End of Period | 1,189,825 | 1,544,343 | 1,189,825 | 1,544,343 | 1,813,227 | |||||||
Product | ||||||||||||
Goodwill [Line Items] | ||||||||||||
Goodwill impairment | (99,828) | (269,000) | ||||||||||
Goodwill [Roll Forward] | ||||||||||||
Beginning of Period | 253,011 | 521,895 | 253,011 | 521,895 | ||||||||
Foreign currency translation | 43 | 116 | ||||||||||
End of Period | 153,226 | 253,011 | 153,226 | 253,011 | 521,895 | |||||||
Intellectual Property Licensing | ||||||||||||
Goodwill [Line Items] | ||||||||||||
Goodwill impairment | (254,733) | 0 | ||||||||||
Goodwill [Roll Forward] | ||||||||||||
Beginning of Period | $ 1,291,332 | $ 1,291,332 | 1,291,332 | 1,291,332 | ||||||||
Foreign currency translation | 0 | 0 | ||||||||||
End of Period | $ 1,036,599 | $ 1,291,332 | $ 1,036,599 | $ 1,291,332 | $ 1,291,332 |
Restructuring and Asset Impai_3
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Accrual adjustment | $ 2,264 | $ 4,260 | ||
Legacy TiVo Solutions Plan and Legacy Rovi Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Expense | $ 600 | |||
2019 Transformation Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Separation and transformation costs | 26,200 | |||
Restructuring Expense | 2,343 | |||
Accrual adjustment | 603 | 0 | ||
Tivo Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Expense | 0 | 395 | 18,427 | |
Accrual adjustment | 0 | 110 | 559 | $ 3,791 |
Legacy Rovi Plans | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual adjustment | 100 | 300 | ||
Facility-related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual adjustment | 0 | 264 | ||
Facility-related Costs | Tivo Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Expense | 0 | 280 | 3,690 | |
Accrual adjustment | 0 | 110 | 111 | 224 |
Severance Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual adjustment | 2,264 | 3,996 | ||
Severance Costs | 2019 Transformation Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Expense | 1,960 | |||
Accrual adjustment | $ 603 | 0 | ||
Severance Costs | Tivo Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Expense | 115 | 4,850 | ||
Accrual adjustment | $ 0 | $ 448 | $ 3,504 |
Restructuring and Asset Impai_4
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |||||||||||
Facility-related costs | $ (180) | $ 340 | $ 4,465 | ||||||||
Severance costs | 6,576 | 6,658 | 4,696 | ||||||||
Share-based payments | 375 | 3,039 | 2,663 | ||||||||
Asset impairment | 961 | 24 | 7,220 | ||||||||
Contract termination costs and other | 9 | 0 | 4 | ||||||||
Restructuring and asset impairment charges | $ 1,257 | $ 1,995 | $ 2,676 | $ 1,813 | $ 1,493 | $ 2,921 | $ 1,101 | $ 4,546 | $ 7,741 | $ 10,061 | $ 19,048 |
Restructuring and Asset Impai_5
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 2,264 | $ 4,260 |
Facility-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | 0 | 264 |
Severance Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring costs | $ 2,264 | $ 3,996 |
Restructuring and Asset Impai_6
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 4,260 | ||
Balance at End of Period | 2,264 | $ 4,260 | |
Facility-related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 264 | ||
Balance at End of Period | 0 | 264 | |
Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 3,996 | ||
Balance at End of Period | 2,264 | 3,996 | |
2019 Transformation Plan | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 2,343 | ||
Cash Settlements | (1,363) | ||
Non-Cash Settlements | (375) | ||
Other | (2) | ||
Balance at End of Period | 603 | 0 | |
2019 Transformation Plan | Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 1,960 | ||
Cash Settlements | (1,355) | ||
Non-Cash Settlements | 0 | ||
Other | (2) | ||
Balance at End of Period | 603 | 0 | |
2019 Transformation Plan | Share-based Payments | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 375 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (375) | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
2019 Transformation Plan | Other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | ||
Restructuring Expense | 8 | ||
Cash Settlements | (8) | ||
Non-Cash Settlements | 0 | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
Profit Improvement Plan | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 3,857 | 0 | |
Restructuring Expense | 5,398 | 9,651 | |
Cash Settlements | (6,916) | (2,715) | |
Non-Cash Settlements | (781) | (3,063) | |
Other | (36) | (16) | |
Balance at End of Period | 1,522 | 3,857 | $ 0 |
Profit Improvement Plan | Facility-related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | |
Restructuring Expense | (180) | 47 | |
Cash Settlements | 0 | (47) | |
Non-Cash Settlements | 180 | 0 | |
Other | 0 | 0 | |
Balance at End of Period | 0 | 0 | 0 |
Profit Improvement Plan | Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 3,857 | 0 | |
Restructuring Expense | 4,617 | 6,541 | |
Cash Settlements | (6,916) | (2,668) | |
Non-Cash Settlements | 0 | 0 | |
Other | (36) | (16) | |
Balance at End of Period | 1,522 | 3,857 | 0 |
Profit Improvement Plan | Share-based Payments | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | |
Restructuring Expense | 3,039 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (3,039) | ||
Other | 0 | ||
Balance at End of Period | 0 | 0 | |
Profit Improvement Plan | Asset Impairment | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | |
Restructuring Expense | 961 | 24 | |
Cash Settlements | 0 | 0 | |
Non-Cash Settlements | (961) | (24) | |
Other | 0 | 0 | |
Balance at End of Period | 0 | 0 | 0 |
Tivo Integration Restructuring Plan | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 110 | 559 | 3,791 |
Restructuring Expense | 0 | 395 | 18,427 |
Cash Settlements | (47) | (794) | (11,429) |
Non-Cash Settlements | 0 | 0 | (9,883) |
Other | (63) | (50) | (347) |
Balance at End of Period | 0 | 110 | 559 |
Tivo Integration Restructuring Plan | Facility-related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 110 | 111 | 224 |
Restructuring Expense | 0 | 280 | 3,690 |
Cash Settlements | (47) | (230) | (3,486) |
Non-Cash Settlements | 0 | 0 | 0 |
Other | (63) | (51) | (317) |
Balance at End of Period | 0 | 110 | 111 |
Tivo Integration Restructuring Plan | Severance Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 0 | 448 | 3,504 |
Restructuring Expense | 115 | 4,850 | |
Cash Settlements | (564) | (7,876) | |
Non-Cash Settlements | 0 | 0 | |
Other | 1 | (30) | |
Balance at End of Period | 0 | 448 | |
Tivo Integration Restructuring Plan | Share-based Payments | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | |
Restructuring Expense | 2,663 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (2,663) | ||
Other | 0 | ||
Balance at End of Period | 0 | ||
Tivo Integration Restructuring Plan | Asset Impairment | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | |
Restructuring Expense | 7,220 | ||
Cash Settlements | 0 | ||
Non-Cash Settlements | (7,220) | ||
Other | 0 | ||
Balance at End of Period | 0 | ||
Tivo Integration Restructuring Plan | Contract termination costs and other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at Beginning of Period | $ 0 | 63 | |
Restructuring Expense | 4 | ||
Cash Settlements | (67) | ||
Non-Cash Settlements | 0 | ||
Other | 0 | ||
Balance at End of Period | $ 0 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 1,010,048 | $ 1,013,548 | ||
Carrying amount | 985,539 | 992,137 | ||
Less: Current portion of long-term debt | 343,035 | 373,361 | ||
Long-term debt, less current portion | $ 642,504 | 618,776 | ||
Convertible Debt | 2020 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt, stated percentage | 0.50% | 0.50% | ||
Outstanding Principal | $ 295,000 | 345,000 | ||
Carrying amount | $ 292,699 | 326,640 | ||
Convertible Debt | 2021 Convertible Notes | ||||
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 | 2019 Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal | 715,000 | 0 | ||
Carrying amount | 692,792 | 0 | ||
Line of Credit | Term Loan Facility B | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal | 0 | 668,500 | ||
Carrying amount | $ 0 | $ 665,449 |
Debt and Interest Rate Swaps _2
Debt and Interest Rate Swaps - 2020 Convertible Notes (Details) | Sep. 30, 2018 | Mar. 04, 2015USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares$ / per_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016$ / per_unit |
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | $ 2,152,000 | $ 0 | $ 108,000 | |||||
Convertible Debt | 2020 Convertible Notes | ||||||||
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 | 0.397348 | 0.345968 | ||||||
Initial conversion price (in usd per share) | $ / shares | $ 28.9044 | $ 25.1668 | ||||||
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | |||||||
Non-convertible borrowing rate (percent) | 4.75% | |||||||
Outstanding principal repurchase amount | $ 50,000,000 | $ 50,000,000 | ||||||
Repayments of long-term debt | 49,400,000 | |||||||
Liability component amount | 48,400,000 | 48,400,000 | ||||||
Equity component amount | $ 1,000,000 | 1,000,000 | ||||||
Loss on debt extinguishment | $ 100,000 | |||||||
Long-term Debt | Convertible Debt | 2020 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 7,600,000 | |||||||
Equity Option | Convertible Debt | 2020 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock strike price (in usd per share) | $ / per_unit | 25.1668 | 28.9044 |
Debt and Interest Rate Swaps _3
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 1,010,048 | $ 1,013,548 |
Carrying amount | 985,539 | 992,137 |
2020 Convertible Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 295,000 | 345,000 |
Less: Unamortized debt discount | (2,031) | (16,253) |
Less: Unamortized debt issuance costs | (270) | (2,107) |
Carrying amount | 292,699 | 326,640 |
Equity component | $ 62,858 | $ 63,854 |
Debt and Interest Rate Swaps _4
Debt and Interest Rate Swaps - Components of Interest Expense (Details) - 2020 Convertible Notes - Convertible Debt - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Stated interest | $ 1,594 | $ 1,725 | $ 1,725 |
Amortization of debt discount | 12,809 | 13,246 | 12,645 |
Amortization of debt issuance costs | 1,652 | 1,628 | 1,475 |
Total interest expense | $ 16,055 | $ 16,599 | $ 15,845 |
Debt and Interest Rate Swaps _5
Debt and Interest Rate Swaps - Purchased Call Options and Sold Warrants (Details) - Convertible Debt - 2020 Convertible Notes shares in Millions | Dec. 31, 2019$ / shares$ / per_unitshares | Dec. 31, 2016$ / shares$ / per_unitshares |
Equity Option | ||
Debt Instrument [Line Items] | ||
Call option, shares | 11.7 | 11.9 |
Common stock strike price (in usd per share) | $ / per_unit | 25.1668 | 28.9044 |
Warrants to Purchase Common Stock | ||
Debt Instrument [Line Items] | ||
Warrants outstanding, shares | 11.9 | |
Warrant exercise price (in usd per share) | $ / shares | $ 34.9541 | $ 40.1450 |
Warrants outstanding (in shares) | 13 |
Debt and Interest Rate Swaps _6
Debt and Interest Rate Swaps - 2021 Convertible Notes (Details) - Convertible Debt - 2021 Convertible Notes | Sep. 30, 2018 | Oct. 12, 2016USD ($) | Sep. 22, 2014USD ($)$ / shares | Dec. 31, 2019$ / shares |
Debt Instrument [Line Items] | ||||
Debt issued | $ | $ 230,000,000 | |||
Interest rate of debt, stated percentage | 2.00% | 2.00% | ||
Repayments of convertible debt | $ | $ 229,950,000 | |||
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | |||
TiVo Solutions | ||||
Debt Instrument [Line Items] | ||||
Shares issued per $1,000 principal amount | 0.561073 | |||
Initial conversion price (in usd per share) | $ 17.8230 | |||
TiVo Corporation | ||||
Debt Instrument [Line Items] | ||||
Shares issued per $1,000 principal amount | 0.248196 | |||
Initial conversion price (in usd per share) | $ 34.0738 | |||
Initial conversion price to principal of notes (in usd per share) | $ 154.30 |
Debt and Interest Rate Swaps _7
Debt and Interest Rate Swaps - Term Loan and Revolving Credit Facility (Details) - USD ($) | Nov. 22, 2019 | Dec. 31, 2019 | Jul. 02, 2014 |
2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt issued | $ 715,000,000 | ||
Prepayment premium percentage, period one | 3.00% | ||
Prepayment premium percentage, period two | 2.00% | ||
Prepayment covenants based on Excess Cash Flow | 50.00% | ||
Acquisition covenant prepayment premium percentage on the outstanding balance | 3.00% | ||
Required payment on percentage of original principal amount | 0.25% | ||
Quarterly installments equal to percentage of original principal amount | 2.50% | ||
Amount outstanding | $ 0 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 175,000,000 | ||
Revolving Credit Facility | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 60,000,000 | ||
LIBOR | Minimum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Total Leverage Ratio interest rate, range one | 3.5 | ||
Total Leverage Ratio spread on interest rate, range one | 5.75% | ||
Total Leverage Ratio interest rate, range two | 3 | ||
Total Leverage Ratio spread on interest rate, range two | 5.50% | ||
Total Leverage Ratio spread on interest rate, range three | 5.25% | ||
Variable interest rate (percent) | 1.00% | ||
LIBOR | Maximum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Total Leverage Ratio interest rate, range two | 3.50 | ||
Total Leverage Ratio interest rate, range three | 3 | ||
LIBOR | Revolving Credit Facility | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability interest rate, range one | 1.50% | ||
Specified Excess Availability interest rate, range two | 1.75% | ||
Specified Excess Availability interest rate, range three | 2.00% | ||
LIBOR | Revolving Credit Facility | Minimum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability, range one | 66.67% | ||
Specified Excess Availability, range two | 33.33% | ||
Variable interest rate (percent) | 0.00% | ||
LIBOR | Revolving Credit Facility | Maximum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability, range two | 66.66% | ||
Specified Excess Availability, range three | 33.33% | ||
Base Rate | Minimum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Total Leverage Ratio interest rate, range one | 3.5 | ||
Total Leverage Ratio spread on interest rate, range one | 4.75% | ||
Total Leverage Ratio interest rate, range two | 3 | ||
Total Leverage Ratio spread on interest rate, range two | 4.50% | ||
Total Leverage Ratio spread on interest rate, range three | 4.25% | ||
Variable interest rate (percent) | 2.00% | ||
Base Rate | Maximum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Total Leverage Ratio interest rate, range two | 3.50 | ||
Total Leverage Ratio interest rate, range three | 3 | ||
Base Rate | Revolving Credit Facility | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability interest rate, range one | 0.50% | ||
Specified Excess Availability interest rate, range two | 0.75% | ||
Specified Excess Availability interest rate, range three | 1.00% | ||
Base Rate | Revolving Credit Facility | Minimum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability, range one | 66.67% | ||
Specified Excess Availability, range two | 33.33% | ||
Variable interest rate (percent) | 1.00% | ||
Base Rate | Revolving Credit Facility | Maximum | 2019 Term Loan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Specified Excess Availability, range two | 66.66% | ||
Specified Excess Availability, range three | 33.33% |
Debt and Interest Rate Swaps _8
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) | Jan. 26, 2017USD ($) | Jul. 02, 2014USD ($)subsidiary | Nov. 30, 2019USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 18, 2019USD ($) | Jan. 25, 2017 |
Debt Instrument [Line Items] | |||||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | ||||||||
Proceeds from issuance of long-term debt, net of issuance costs | $ 692,266,000 | $ 0 | $ 681,552,000 | ||||||
Loss on debt extinguishment | 2,152,000 | $ 0 | $ 108,000 | ||||||
Term Loan A Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 5 years | ||||||||
Debt issued | $ 125,000,000 | ||||||||
Term Loan Facility B | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 7 years | ||||||||
Debt issued | $ 700,000,000 | ||||||||
Repayments of lines of credit | $ 621,900,000 | ||||||||
Aggregate annual amortization amount | 1.00% | ||||||||
Excess cash flow payment | $ 46,600,000 | ||||||||
Loss on debt extinguishment | $ 2,100,000 | ||||||||
Term Loan Facility B | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor | 0.75% | ||||||||
Variable interest rate (percent) | 3.00% | ||||||||
Term Loan Facility B | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate (percent) | 2.00% | ||||||||
Line of Credit | Refinancing Agreement No.1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt, net of issuance costs | $ 682,500,000 | ||||||||
Line of Credit | Refinancing Agreement No.1 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate (percent) | 2.50% | ||||||||
Line of Credit | Refinancing Agreement No.1 | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate (percent) | 0.75% | ||||||||
Line of Credit | Refinancing Agreement No.1 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate (percent) | 1.50% | ||||||||
Secured Debt | Term Loan Facility B | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued | $ 1,100,000,000 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 5 years | ||||||||
Maximum borrowing capacity | $ 175,000,000 |
Debt and Interest Rate Swaps _9
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 350,413 | |
2021 | 71,548 | |
2022 | 71,500 | |
2023 | 71,500 | |
2024 | 445,087 | |
Total | $ 1,010,048 | $ 1,013,548 |
Debt and Interest Rate Swaps_10
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
(Loss) gain on interest rate swaps | $ (4,966) | $ 3,425 | $ 1,859 |
Not Designated as Hedging Instrument | $250M June 2013 Swaps | Line of Credit | |||
Debt Instrument [Line Items] | |||
Notional amount of interest rate swaps | $ 0 | 250,000 | |
Fixed interest rate (percent) | 2.23% | ||
Not Designated as Hedging Instrument | $125M September 2014 Swaps | Line of Credit | |||
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 | $200M September 2014 Swaps | Line of Credit | |||
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 | Dec. 31, 2019 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Weighted average remaining lease term | 6 years | |
Accounting Standards Update 2016-02 | Operating Lease Right-of-use Asset | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Effect of new accounting principle | $ 66.7 | |
Accounting Standards Update 2016-02 | Operating Lease Liability | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Effect of new accounting principle | $ 81.9 | |
Corporate Offices, Data Centers and Certain Equipment | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Period to terminate option | 7 years | |
Term of extension option | 10 years | |
Corporate Offices, Data Centers and Certain Equipment | Minimum | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Weighted average remaining lease term | 6 years | |
Corporate Offices, Data Centers and Certain Equipment | Maximum | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Weighted average remaining lease term | 10 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Fixed lease cost | $ 17,601 |
Variable lease cost | 5,031 |
Short-term lease cost | 426 |
Less: Sublease income | (9,317) |
Total operating lease cost | $ 13,741 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating cash flows: | |
Cash paid for amounts included in the measurement of operating Lease liabilities | $ 19,328 |
Non-cash activity: | |
Right-of-use assets obtained in exchange for operating Lease liabilities | 8,519 |
Derecognition of Right-of-use assets upon early termination of lease | (2,373) |
Impairment of Right-of-use assets | (591) |
Supplemental Balance Sheet Information | |
Right-of-use assets | 59,888 |
Lease liabilities - current | 13,009 |
Lease liabilities - non current | 61,603 |
Total Lease liabilities | $ 74,612 |
Weighted average remaining lease term | 6 years |
Weighted average discount rate | 6.60% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities | |
2020 | $ 17,657 |
2020 | 16,406 |
2021 | 13,681 |
2022 | 11,681 |
2023 | 11,995 |
Thereafter | 20,109 |
Total lease payments | 91,529 |
Less: imputed interest | (16,917) |
Total | 74,612 |
Sublease Income | |
2020 | (5,823) |
2020 | (5,738) |
2021 | (5,909) |
2022 | (6,081) |
2023 | (6,256) |
Thereafter | (7,214) |
Total lease payments | (37,021) |
Net Operating Lease Payments | |
2020 | 11,834 |
2020 | 10,668 |
2021 | 7,772 |
2022 | 5,600 |
2023 | 5,739 |
Thereafter | 12,895 |
Total lease payments | 54,508 |
Less: imputed interest | (16,917) |
Total | $ 37,591 |
Contingencies - Narrative (Deta
Contingencies - Narrative (Details) shares in Millions | Dec. 31, 2019USD ($) | May 03, 2017USD ($) | Jan. 27, 2017USD ($) | Nov. 15, 2016shares | Dec. 31, 2019USD ($) | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($)patent | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 11, 2017petition |
Loss Contingencies [Line Items] | ||||||||||||
Minimum purchase obligation period | 30 months | |||||||||||
Maximum obligation under purchase obligations | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Loss accrual | $ 0 | 0 | 0 | |||||||||
TiVo Acquisition litigation | 0 | $ 0 | $ 14,006,000 | |||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 0 | $ 0 | 117,030,000 | |||||||||
Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Amount of patent settlement claim | $ 4,500,000 | |||||||||||
Number of patents transferred in settlement | patent | 2 | |||||||||||
TiVo Solutions | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Amount of damages sought | $ 14,500,000 | |||||||||||
Retainer Fees | TiVo Solutions | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Amount of patent settlement claim | $ 700,000 | |||||||||||
Professional fees | 300,000 | |||||||||||
Amount of damages sought | $ 1,400,000 | |||||||||||
Dell Technologies Inc. [Member] | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
TiVo Acquisition litigation | $ 4,000,000 | |||||||||||
Dreihaus Entities | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Dissenting shares outstanding (in shares) | shares | 1.9 | |||||||||||
Fir Tree Entities | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Dissenting shares outstanding (in shares) | shares | 7.2 | |||||||||||
TiVo Solutions | Dissenting Holders | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
TiVo Acquisition litigation | $ 12,900,000 | |||||||||||
Number of pending petitions | petition | 2 | |||||||||||
Payment to Dissenting Holders in TiVo Acquisition | $ 117,000,000 | |||||||||||
Cash returned from acquisition | $ 25,100,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019$ / sharesshares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Sep. 30, 2018$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 18, 2019vote$ / sharesshares | Feb. 14, 2017USD ($) | Dec. 31, 2016$ / shares | Mar. 04, 2015$ / shares | |
Class of Stock [Line Items] | |||||||||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | shares | 31,700,000 | 32,372,000 | 32,079,000 | ||||||||||||
Share price (in us dollars per share) | $ 8.48 | $ 8.48 | |||||||||||||
Authorized stock repurchase amount | $ | $ 150,000,000 | ||||||||||||||
Stock repurchase (in shares) | shares | 0 | ||||||||||||||
Remaining number of shares authorized to be repurchased | $ | $ 150,000,000 | $ 150,000,000 | |||||||||||||
Tax withholding for share-based compensation | $ | $ 6,052,000 | $ 7,384,000 | $ 15,094,000 | ||||||||||||
Dividends declared per share (in dollars per share) | $ 0 | $ 0.08 | $ 0.08 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.34 | $ 0.72 | $ 0.72 | ||||
Dividend payments | $ | $ 42,493,000 | $ 88,976,000 | $ 87,108,000 | ||||||||||||
Preferred Stock, par value (in usd per share) | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Tax withholding for share-based compensation (shares) | shares | 700,000 | 500,000 | 800,000 | ||||||||||||
Tax withholding for share-based compensation | $ | $ 6,100,000 | $ 7,400,000 | $ 15,100,000 | ||||||||||||
Series A Junior Participating Preferred Stock Purchase Rights | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares purchased (in shares) | shares | 0.001 | ||||||||||||||
Preferred Stock, par value (in usd per share) | $ 0.001 | ||||||||||||||
Price per share issued (in usd per share) | $ 35 | ||||||||||||||
Preferred stock number of votes per each share (in votes) | vote | 1 | ||||||||||||||
Convertible Debt | 2020 Convertible Notes | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Initial conversion price (in usd per share) | 25.1668 | $ 25.1668 | $ 28.9044 | ||||||||||||
Performance-based Restricted Stock Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | shares | 800,000 | 700,000 | 400,000 | ||||||||||||
Warrants to Purchase Common Stock | Convertible Debt | 2020 Convertible Notes | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant exercise price (in usd per share) | $ 34.9541 | $ 34.9541 | $ 40.1450 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||||||||||
Weighted average shares used in computing basic per share amounts | 126,444 | 126,081 | 124,960 | 124,422 | 123,802 | 123,459 | 122,713 | 122,080 | 125,484 | 123,020 | 120,355 |
Dilutive effect of equity-based compensation awards | 0 | 0 | 0 | ||||||||
Weighted average shares used in computing diluted per share amounts | 126,444 | 126,081 | 124,960 | 124,422 | 123,802 | 123,459 | 122,713 | 122,080 | 125,484 | 123,020 | 120,355 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 31,700 | 32,372 | 32,079 |
Restricted Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 5,377 | 4,696 | 4,567 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 800 | 2,027 | 2,850 |
Convertible Notes Payable | 2020 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 12,589 | 13,162 | 12,429 |
Convertible Notes Payable | 2021 Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 1 | 1 | 1 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 12,933 | 12,486 | 12,232 |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)purchase_period | Dec. 31, 2017USD ($) | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Equity-based compensation | $ | $ 28,705 | $ 39,779 | $ 52,561 | |
Unrecognized compensation cost | $ | $ 50,400 | |||
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years 7 months 6 days | |||
Total intrinsic value of options exercised | $ | 2,100 | |||
Restricted Awards | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Aggregate fair value of vested restricted stock | $ | $ 16,800 | $ 23,500 | $ 48,600 | |
Performance-based Restricted Stock Units | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Granted (in shares) | 600,000 | |||
Unrecognized compensation cost | $ | $ 3,800 | |||
Expected dividend yield | 4.40% | 5.50% | 4.00% | |
Awarded and unvested (in shares) | 1,100,000 | |||
Performance-Based Restricted Stock Awards | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Award requisite service period | 3 years | |||
Potential shares to be issued upon vesting | 200.00% | |||
ESPP Plan | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Reserved for issuance (in shares) | 3,300,000 | |||
Available for issuance (in shares) | 3,300,000 | |||
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 | 5.10% | 5.60% | 2.40% | |
Rovi 2008 Plan | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Reserved for issuance (in shares) | 36,500,000 | |||
Available for issuance (in shares) | 11,500,000 | |||
Rovi 2008 Plan | Stock Options | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
Award vesting rights | 25.00% | |||
Contractual term of stock options granted (years) | 7 years | |||
Rovi 2008 Plan | Restricted Awards | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
TiVo 2008 Plan | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Reserved for issuance (in shares) | 3,900,000 | |||
Available for issuance (in shares) | 0 | |||
TiVo 2008 Plan | Restricted Awards | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
TiVo 2008 Plan | TiVo Solutions | Stock Options | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
Award vesting rights | 25.00% | |||
Contractual term of stock options granted (years) | 7 years | |||
TiVo 2008 Plan | TiVo Solutions | Restricted Awards | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 3 years |
Equity-based Compensation - Ass
Equity-based Compensation - Assumptions Used To Value Equity-Based Payments (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Performance-based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.70% | 39.20% | 50.10% |
Expected term | 2 years 6 months | 2 years 6 months | 3 years |
Risk free interest rate | 1.80% | 2.60% | 1.90% |
Expected dividend yield | 4.40% | 5.50% | 4.00% |
ESPP Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 49.20% | 43.30% | 42.00% |
Expected term | 1 year 3 months 18 days | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate | 2.10% | 2.20% | 1.10% |
Expected dividend yield | 5.10% | 5.60% | 2.40% |
Equity-based Compensation - Wei
Equity-based Compensation - Weighted Average Fair Value Per Share Of Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted average grant date fair value | |||
Restricted awards (in dollars per share) | $ 6.73 | $ 11.63 | $ 15.18 |
ESPP shares (in dollars per share) | $ 3.62 | $ 3.99 | $ 5.70 |
Equity-based compensation | |||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 28,705 | $ 39,779 | $ 52,561 |
Pre-tax equity-based compensation, included in restructuring expense | $ 375 | $ 3,039 | $ 2,663 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted-Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 6.73 | $ 11.63 | $ 15.18 |
Restricted Awards | |||
Restricted Awards (In Thousands) | |||
Beginning Balance (in shares) | 5,350 | ||
Granted (in shares) | 4,591 | ||
Vested (in shares) | (2,063) | ||
Forfeited (in shares) | (1,346) | ||
Ending Balance (in shares) | 6,532 | 5,350 | |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 14.26 | ||
Granted (in dollars per share) | 6.73 | ||
Vested (in dollars per share) | 14.29 | ||
Forfeited (in dollars per share) | 12.18 | ||
Ending Balance (in dollars per share) | $ 9.39 | $ 14.26 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Options | |
Outstanding as of beginning of period (in shares) | shares | 1,702 |
Forfeited and expired (in shares) | shares | (1,182) |
Outstanding as of end of period (in shares) | shares | 520 |
Vested and expected to vest (in shares) | shares | 520 |
Exercisable (in shares) | shares | 517 |
Weighted-Average Exercise Price | |
Outstanding as of beginning of period (in dollars per share) | $ / shares | $ 24.56 |
Forfeited and expired (in dollars per share) | $ / shares | 25.03 |
Outstanding as of end of period (in dollars per share) | $ / shares | 23.49 |
Vested and expected to vest (in dollars per share) | $ / shares | 22.49 |
Exercisable (in dollars per share) | $ / shares | $ 23.50 |
Weighted-Average Remaining Contractual Term | |
Outstanding as of end of period | 1 year 3 months 18 days |
Vested and expected to vest | 1 year 3 months 18 days |
Exercisable | 1 year 3 months 18 days |
Aggregate Intrinsic Value | |
Outstanding as of end of period | $ | $ 0 |
Vested and expected to vest | $ | 0 |
Exercisable | $ | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2010 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Deductions resulting from Tax Act of 2017 | $ 0 | $ 14,874 | $ 105,000 | |
Unrecognized tax benefits that would impact effective tax rate | 3,000 | 4,500 | ||
Interest and penalties | (400) | (100) | (100) | |
Accrued interest and penalties | 300 | 700 | ||
BEAT liability | 4,300 | 2,100 | ||
Provisional PTI foreign withholding taxes | 700 | 1,200 | ||
Undistributed foreign earnings | 5,200 | |||
Amount of unrecognized tax liability on undistributed foreign earnings | 300 | |||
Federal | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | 66,900 | 101,500 | 144,400 | |
State | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Benefit from operating loss carryforwards reduced income tax expense | $ 17,400 | $ 26,300 | $ 49,000 | |
Pre-Filing Closing Agreement [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Ordinary tax loss from sale of business | $ 2,400,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
U.S. federal and state net operating losses and credits | $ 424,515 | $ 414,994 | ||
Accrued liabilities | 19,759 | 21,906 | ||
Deferred revenue | 24,241 | 27,210 | ||
Equity-based compensation | 2,802 | 5,384 | ||
Capital and other losses | 5,407 | 14,477 | ||
Other | 7,655 | 9,773 | ||
Gross deferred tax assets | 484,379 | 493,744 | ||
Valuation allowance | (409,124) | (387,643) | $ (390,161) | $ (428,778) |
Net deferred tax assets | 75,255 | 106,101 | ||
Deferred tax liabilities: | ||||
Intangible assets | (105,348) | (148,207) | ||
Other | (1,842) | (1,309) | ||
Gross deferred tax liabilities | (107,190) | (149,516) | ||
Net deferred tax liabilities | $ (31,935) | $ (43,415) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||
Other long-term assets | $ 2,296 | $ 1,615 | ||
Deferred tax liabilities, net | (34,231) | (45,030) | $ (50,704) | $ (50,356) |
Net deferred tax liabilities | $ (31,935) | $ (43,415) |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Carryforward Amount | $ 952,627 |
State | |
Operating Loss Carryforwards [Line Items] | |
Carryforward Amount | $ 1,073,262 |
Income Taxes - Tax Credits (Det
Income Taxes - Tax Credits (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Federal | Research and Development | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 65,761 |
State | Research and Development | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | 69,199 |
Foreign | Tax Credits | |
Tax Credit Carryforward [Line Items] | |
Carryforward Amount | $ 101,417 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Deferred Tax Asset, Valuation Allowance | |||
Balance at beginning of period | $ (387,643) | $ (390,161) | $ (428,778) |
Additions | (21,481) | (12,356) | (66,578) |
Deductions resulting from TiVo Acquisition | 0 | 0 | 195 |
Deductions resulting from Tax Act of 2017 | 0 | 14,874 | 105,000 |
Balance at end of period | $ (409,124) | $ (387,643) | $ (390,161) |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 85,480 | $ 73,080 | $ 83,055 |
Assumed in acquisition | 0 | 0 | 365 |
Tax positions related to the current year | 1,993 | 0 | 6,263 |
Tax positions related to prior years | 158 | 81 | 2,091 |
Tax Act of 2017 | 0 | 14,938 | 0 |
Tax positions related to prior years | (8,312) | (1,724) | (2,232) |
Tax Act of 2017 | 0 | 0 | (15,282) |
Audit settlements | (409) | 0 | 0 |
Statute of limitations lapses | (698) | (893) | (1,242) |
Foreign currency | 62 | ||
Foreign currency | (1) | (2) | |
Balance at end of period | $ 78,211 | $ 85,480 | $ 73,080 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (402,407) | $ (350,017) | $ (55,846) |
Rest of the world | 11,277 | 11,006 | 7,611 |
Loss from continuing operations before income taxes | $ (391,130) | $ (339,011) | $ (48,235) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 4,015 | $ 3,000 | $ 0 |
State | 1,279 | 3,451 | 906 |
Foreign | 20,173 | 14,136 | 16,329 |
Total current income tax expense | 25,467 | 20,587 | 17,235 |
Deferred: | |||
Federal | (5,019) | (7,663) | (24,579) |
State | (4,311) | 60 | (1,947) |
Foreign | (1,993) | 1,068 | (988) |
Total deferred income tax benefit | (11,323) | (6,535) | (27,514) |
Income tax expense (benefit) | $ 14,144 | $ 14,052 | $ (10,279) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax | $ (82,137) | $ (71,192) | $ (16,882) |
State income tax, net of federal benefit | (1,674) | 2,878 | (397) |
Foreign income tax rate differential | (1,103) | (1,053) | (748) |
Foreign withholding tax | 18,199 | 14,533 | 13,849 |
Repatriation of foreign income, deemed and actual | 2,390 | 1,948 | 1,526 |
Change in unrecognized tax benefits | (123) | 339 | (704) |
Change in valuation allowance | 7,722 | 10,887 | 12,511 |
Equity-based compensation | 870 | 2,175 | (976) |
TiVo Acquisition-related items | 0 | 595 | 5,724 |
Entity rationalization | 0 | 0 | 2,369 |
Tax Act of 2017 | 4,083 | 2,936 | (26,551) |
Goodwill impairment | 65,917 | 50,006 | 0 |
Income tax expense (benefit) | $ 14,144 | $ 14,052 | $ (10,279) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Segment Reporting Information [Line Items] | ||||||||||||
Number of reportable segments | segment | 2 | |||||||||||
Revenues, net: | $ 668,129 | $ 695,865 | $ 826,456 | |||||||||
Adjusted Operating Expenses | 456,836 | 495,773 | 536,314 | |||||||||
Adjusted EBITDA | 211,293 | 200,092 | 290,142 | |||||||||
Depreciation | 21,247 | 21,464 | 22,144 | |||||||||
Amortization of intangible assets | 112,727 | 147,336 | 166,657 | |||||||||
Restructuring and asset impairment charges | $ 1,257 | $ 1,995 | $ 2,676 | $ 1,813 | $ 1,493 | $ 2,921 | $ 1,101 | $ 4,546 | 7,741 | 10,061 | 19,048 | |
Goodwill impairment | $ 137,500 | 217,108 | 137,453 | 0 | 0 | 269,000 | 0 | 0 | 0 | 354,561 | 269,000 | 0 |
Equity-based compensation | 28,705 | 39,779 | 52,561 | |||||||||
Merger, separation and transformation costs | 26,212 | 0 | 0 | |||||||||
Transition and integration costs | 1,736 | 9,797 | 20,364 | |||||||||
Earnout amortization | 0 | 1,494 | 3,833 | |||||||||
CEO transition cash costs | 1,000 | (975) | 4,305 | |||||||||
Remeasurement of contingent consideration | 0 | 1,104 | (1,023) | |||||||||
Gain on settlement of acquired receivable | 0 | 0 | (2,537) | |||||||||
Operating (loss) income | $ (209,528) | $ (137,717) | $ 12,629 | $ (8,020) | $ (273,484) | $ (7,681) | $ (8,763) | $ (9,040) | (342,636) | (298,968) | 4,790 | |
Interest expense | (49,902) | (49,150) | (42,756) | |||||||||
Interest income and other, net | 8,526 | 5,682 | 2,915 | |||||||||
(Loss) gain on interest rate swaps | (4,966) | 3,425 | 1,859 | |||||||||
TiVo Acquisition litigation | 0 | 0 | (14,006) | |||||||||
Loss on debt extinguishment | (2,152) | 0 | (108) | |||||||||
Loss on debt modification | 0 | 0 | (929) | |||||||||
Loss from continuing operations before income taxes | (391,130) | (339,011) | (48,235) | |||||||||
Product | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 350,981 | 400,730 | ||||||||||
Goodwill impairment | 99,828 | 269,000 | ||||||||||
Intellectual Property Licensing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 317,148 | 295,135 | ||||||||||
Goodwill impairment | 254,733 | 0 | ||||||||||
Operating Segments | Product | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 350,981 | 400,730 | 423,516 | |||||||||
Adjusted Operating Expenses | 302,491 | 333,720 | 377,107 | |||||||||
Adjusted EBITDA | 48,490 | 67,010 | 46,409 | |||||||||
Operating Segments | Product | Platform Solutions | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 267,441 | 315,814 | 334,004 | |||||||||
Operating Segments | Product | Software and Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 80,443 | 76,249 | 84,964 | |||||||||
Operating Segments | Product | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 3,097 | 8,667 | 4,548 | |||||||||
Operating Segments | Intellectual Property Licensing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 317,148 | 295,135 | 402,940 | |||||||||
Adjusted Operating Expenses | 95,962 | 99,532 | 97,059 | |||||||||
Adjusted EBITDA | 221,186 | 195,603 | 305,881 | |||||||||
Operating Segments | Intellectual Property Licensing | US Pay TV Providers | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 173,217 | 185,954 | 278,973 | |||||||||
Operating Segments | Intellectual Property Licensing | Consumer Electronics Manufacturers | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 42,503 | 35,644 | 51,219 | |||||||||
Operating Segments | Intellectual Property Licensing | New Media, International Pay TV Providers and Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues, net: | 101,428 | 73,537 | 72,748 | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Adjusted Operating Expenses | 58,383 | 62,521 | 62,148 | |||||||||
Adjusted EBITDA | $ (58,383) | $ (62,521) | $ (62,148) |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenues, net | $ 175,198 | $ 158,524 | $ 176,172 | $ 158,235 | $ 168,459 | $ 164,709 | $ 172,860 | $ 189,837 | ||||
Restructuring and asset impairment charges | 1,257 | 1,995 | 2,676 | 1,813 | 1,493 | 2,921 | 1,101 | 4,546 | $ 7,741 | $ 10,061 | $ 19,048 | |
Goodwill impairment | $ 137,500 | 217,108 | 137,453 | 0 | 0 | 269,000 | 0 | 0 | 0 | 354,561 | 269,000 | 0 |
Operating income (loss) from continuing operations | (209,528) | (137,717) | 12,629 | (8,020) | (273,484) | (7,681) | (8,763) | (9,040) | (342,636) | (298,968) | 4,790 | |
Loss from continuing operations, net of tax | (218,080) | (151,010) | (9,540) | (26,644) | (288,189) | (22,992) | (22,868) | (19,014) | (405,274) | (353,063) | (37,956) | |
Income (loss) from discontinued operations, net of tax | (4,414) | (379) | 0 | 0 | (23) | 143 | 2,298 | 1,297 | (4,793) | 3,715 | 0 | |
Net loss | $ (222,494) | $ (151,389) | $ (9,540) | $ (26,644) | $ (288,212) | $ (22,849) | $ (20,570) | $ (17,717) | $ (410,067) | $ (349,348) | $ (37,956) | |
Continuing operations (in dollars per share) | $ (1.72) | $ (1.20) | $ (0.08) | $ (0.21) | $ (2.33) | $ (0.19) | $ (0.19) | $ (0.16) | $ (3.23) | $ (2.87) | $ (0.32) | |
Discontinued operations (in dollars per share) | (0.03) | 0 | 0 | 0 | 0 | 0 | 0.02 | 0.01 | (0.04) | 0.03 | 0 | |
Basic loss per share (in dollars per share) | $ (1.75) | $ (1.20) | $ (0.08) | $ (0.21) | $ (2.33) | $ (0.19) | $ (0.17) | $ (0.15) | $ (3.27) | $ (2.84) | $ (0.32) | |
Weighted average shares used in computing basic per share amounts (in shares) | 126,444 | 126,081 | 124,960 | 124,422 | 123,802 | 123,459 | 122,713 | 122,080 | 125,484 | 123,020 | 120,355 | |
Continuing operations (in dollars per share) | $ (1.72) | $ (1.20) | $ (0.08) | $ (0.21) | $ (2.33) | $ (0.19) | $ (0.19) | $ (0.16) | $ (3.23) | $ (2.87) | $ (0.32) | |
Discontinued operations (in dollars per share) | (0.03) | 0 | 0 | 0 | 0 | 0 | 0.02 | 0.01 | (0.04) | 0.03 | 0 | |
Diluted loss per share (in dollars per share) | $ (1.75) | $ (1.20) | $ (0.08) | $ (0.21) | $ (2.33) | $ (0.19) | $ (0.17) | $ (0.15) | $ (3.27) | $ (2.84) | $ (0.32) | |
Weighted average shares used in computing diluted per share amounts (in shares) | 126,444 | 126,081 | 124,960 | 124,422 | 123,802 | 123,459 | 122,713 | 122,080 | 125,484 | 123,020 | 120,355 | |
Dividends declared per share (in dollars per share) | $ 0 | $ 0.08 | $ 0.08 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.34 | $ 0.72 | $ 0.72 |