Document and Entity Information
Document and Entity Information - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TiVo Corporation | |
Entity Central Index Key | 1,675,820 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 121,928 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 89,895 | $ 192,627 |
Short-term marketable securities | 123,576 | 117,084 |
Accounts receivable, net | 184,870 | 147,142 |
Inventory | 10,919 | 13,186 |
Prepaid expenses and other current assets | 41,428 | 37,400 |
Total current assets | 450,688 | 507,439 |
Long-term marketable securities | 102,778 | 128,929 |
Property and equipment, net | 40,298 | 48,372 |
Intangible assets, net | 726,948 | 806,838 |
Goodwill | 1,813,676 | 1,812,118 |
Other long-term assets | 36,560 | 17,147 |
Total assets | 3,170,948 | 3,320,843 |
Current liabilities: | ||
Accounts payable and accrued expenses | 120,889 | 226,451 |
Deferred revenue | 47,547 | 49,145 |
Current portion of long-term debt | 7,000 | 7,000 |
Total current liabilities | 175,436 | 282,596 |
Taxes payable, less current portion | 4,990 | 4,893 |
Deferred revenue, less current portion | 44,116 | 43,545 |
Long-term debt, less current portion | 971,868 | 967,732 |
Deferred tax liabilities, net | 79,159 | 77,454 |
Other long-term liabilities | 32,947 | 34,987 |
Total liabilities | 1,308,516 | 1,411,207 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value, 250,000 shares authorized; 122,279 shares issued and 121,214 shares outstanding as of June 30, 2017; and 120,526 shares issued and 120,061 shares outstanding as of December 31, 2016 | 122 | 121 |
Treasury stock, 1,065 shares and 465 shares as of June 30, 2017 and December 31, 2016, respectively, at cost | (20,926) | (9,646) |
Additional paid-in capital | 3,281,016 | 3,280,905 |
Accumulated other comprehensive loss | (3,653) | (7,049) |
Accumulated deficit | (1,394,127) | (1,354,695) |
Total stockholders’ equity | 1,862,432 | 1,909,636 |
Total liabilities and stockholders’ equity | $ 3,170,948 | $ 3,320,843 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 122,279,000 | 120,526,000 |
Common Stock, shares outstanding | 121,214,000 | 120,061,000 |
Treasury Stock, shares | (1,065,000) | (465,000) |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues, net: | ||||
Licensing, services and software | $ 198,964 | $ 124,478 | $ 389,514 | $ 242,489 |
Hardware | 9,594 | 767 | 24,808 | 1,140 |
Total Revenues, net | 208,558 | 125,245 | 414,322 | 243,629 |
Costs and expenses: | ||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets | 39,281 | 24,682 | 81,587 | 46,990 |
Cost of hardware revenues, excluding depreciation and amortization of intangible assets | 11,767 | 283 | 25,988 | 512 |
Research and development | 46,592 | 23,668 | 95,514 | 45,732 |
Selling, general and administrative | 45,741 | 43,079 | 99,690 | 79,766 |
Depreciation | 5,382 | 4,325 | 10,854 | 8,559 |
Amortization of intangible assets | 41,678 | 19,030 | 83,378 | 38,162 |
Restructuring and asset impairment charges | 9,374 | 0 | 13,913 | 2,333 |
Total costs and expenses | 199,815 | 115,067 | 410,924 | 222,054 |
Operating income | 8,743 | 10,178 | 3,398 | 21,575 |
Interest expense | (10,573) | (10,859) | (20,837) | (21,390) |
Interest income and other, net | 2,823 | (14) | 2,760 | (31) |
Loss on interest rate swaps | (1,856) | (5,507) | (1,335) | (18,594) |
Loss on debt extinguishment | 0 | 0 | (108) | 0 |
Loss on debt modification | 0 | 0 | (929) | 0 |
Litigation settlement | 0 | 0 | (12,906) | 0 |
Loss before income taxes | (863) | (6,202) | (29,957) | (18,440) |
Income tax expense | 3,908 | 3,206 | 9,475 | 8,620 |
Net loss | $ (4,771) | $ (9,408) | $ (39,432) | $ (27,060) |
Basic loss per share | ||||
Basic loss per share (in dollars per share) | $ (0.04) | $ (0.11) | $ (0.33) | $ (0.33) |
Weighted average shares used in computing basic per share amounts (in shares) | 120,209 | 82,110 | 119,515 | 81,742 |
Diluted loss per share | ||||
Diluted loss per share (in dollars per share) | $ (0.04) | $ (0.11) | $ (0.33) | $ (0.33) |
Weighted average shares used in computing diluted per share amounts (in shares) | 120,209 | 82,110 | 119,515 | 81,742 |
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0 | $ 0.36 | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,771) | $ (9,408) | $ (39,432) | $ (27,060) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment | 1,272 | 1,211 | 3,127 | 2,184 |
Unrealized gains on marketable securities | 47 | 248 | 269 | 775 |
Other comprehensive income, net of tax | 1,319 | 1,459 | 3,396 | 2,959 |
Comprehensive loss | $ (3,452) | $ (7,949) | $ (36,036) | $ (24,101) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (39,432) | $ (27,060) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 10,854 | 8,559 |
Amortization of intangible assets | 83,378 | 38,162 |
Amortization of convertible note discount and note issuance costs | 7,299 | 6,935 |
Restructuring and asset impairment charges | 13,913 | 2,333 |
Equity-based compensation | 25,774 | 18,355 |
Change in fair value of interest rate swaps | (3,200) | 13,969 |
Loss on debt extinguishment | 108 | 0 |
Loss on debt modification | 929 | 0 |
Loss on litigation settlement | 12,906 | 0 |
Deferred income taxes | 1,592 | 777 |
Other operating, net | (3,672) | 1,077 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (36,193) | (843) |
Inventory | 2,267 | (431) |
Prepaid expenses and other current assets and other long-term assets | (23,063) | (9,946) |
Accounts payable and accrued expenses and other long-term liabilities | (29,502) | (2,928) |
Accrued income taxes | 2,129 | (2,919) |
Deferred revenue | (1,027) | (56) |
Net cash provided by operating activities | 25,060 | 45,984 |
Cash flows from investing activities: | ||
Payments for purchase of short- and long-term marketable securities | (99,688) | (59,857) |
Proceeds from sales or maturities of short- and long-term marketable securities | 122,180 | 79,507 |
Payments for purchase of property and equipment | (13,119) | (13,795) |
Payments for purchase of patents | (2,000) | (2,500) |
Return of cash paid for TiVo Acquisition | 25,143 | 0 |
Payment to Dissenting Holders in TiVo Acquisition | (117,030) | 0 |
Other investing, net | (48) | (46) |
Net cash (used in) provided by investing activities | (84,562) | 3,309 |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of issuance costs | 681,552 | 0 |
Principal payments on long-term debt | (686,000) | (3,500) |
Payments for dividends | (43,349) | 0 |
Payments for deferred holdback | 0 | (750) |
Payments for withholding taxes related to net settlement of restricted awards | (11,280) | (4,042) |
Proceeds from exercise of employee stock options and employee stock purchase plan | 14,366 | 7,329 |
Net cash used in financing activities | (44,711) | (963) |
Effect of exchange rate changes on cash and cash equivalents | 1,481 | 1,269 |
Net (decrease) increase in cash and cash equivalents | (102,732) | 49,599 |
Cash and cash equivalents at beginning of period | 192,627 | 101,675 |
Cash and cash equivalents at end of period | $ 89,895 | $ 151,274 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business On April 28, 2016 , Rovi Corporation (" Rovi ") and TiVo Inc. (renamed TiVo Solutions Inc. (" TiVo Solutions ")) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for Rovi to acquire TiVo Solutions in a cash and stock transaction (the " TiVo Acquisition "). Following consummation of the TiVo Acquisition on September 7, 2016 (the " TiVo Acquisition Date "), TiVo Corporation (the "Company"), a Delaware corporation founded in April 2016 as Titan Technologies Corporation and then a wholly-owned subsidiary of Rovi , owns both Rovi and TiVo Solutions . The common stocks of Rovi and TiVo Solutions were de-registered after completion of the TiVo Acquisition . The Company is a global leader in media and entertainment products that power consumer entertainment experiences and enable its customers to deepen and further monetize their audience relationships. The Company provides a broad set of intellectual property, cloud-based services and set-top box solutions that enable people to find and enjoy online video, television, movies and music entertainment, including content discovery through device embedded and cloud-based interactive program guides (“IPGs”), digital video recorders ("DVRs"), natural language voice and text search, cloud-based recommendations services and our extensive entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company's integrated platform includes software and cloud-based services that provide an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand ("VOD") and over-the-top ("OTT") content into one intuitive user interface with simple universal search, discovery, viewing and recording, to create a unified viewing experience. The Company distributes its products through service provider relationships, integrated into third party devices and directly to retail consumers. The Company also offers data analytics solutions, including advertising and programming promotion optimizers, which enable advanced audience targeting in linear television advertising. Solutions are sold globally to cable, satellite, consumer electronics, entertainment, media and online distribution companies, and, in the United States, we sell a suite of DVR and whole home media products and services directly to retail consumers. Basis of Presentation and Principles of Consolidation Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Condensed Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2017 , for any future year, or for any other future interim period. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. Concentrations of Risk Customers representing 10% or more of Total Revenues, net were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 AT&T Inc. ("AT&T") 14 % 13 % 14 % 13 % Substantially all of the Company's revenue from AT&T is reported in the Intellectual Property Licensing segment. Customers representing 10% or more of Accounts receivable, net were as follows. June 30, 2017 December 31, 2016 AT&T 13 % 15 % DISH Network L.L.C ("DISH") 13 % (1) Virgin Media Inc. (1) 13 % (1) Customer represented less than 10% of Accounts receivable, net . The TiVo service is enabled through the use of a DVR manufactured by a third-party contract manufacturer. The Company also relies on third-parties with whom it outsources supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. In instances where a supply agreement does not exist and suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time, if at all. The Company does not have a long-term written supply agreement with Broadcom Corporation, the sole supplier of the system controller for its DVR. Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("FASB") simplified the goodwill impairment test by eliminating its second step. Pursuant to the simplified test, an entity performs its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company elected to early adopt the simplified test. Application of this guidance on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . In March 2016, the FASB simplified certain areas of accounting for stock-based compensation, including accounting for the income tax consequences of stock-based compensation, determining the classification of awards as either equity or liabilities, presenting certain items within the statement of cash flows and introducing an accounting policy election to account for forfeitures of nonvested awards as they occur. Application of this guidance on January 1, 2017 increased the Company's deferred tax assets and the related valuation allowance by $70.1 million , resulting in no material effect on the Condensed Consolidated Financial Statements . On adoption, the Company did not change its accounting policy of estimating forfeitures for nonvested awards subject to service conditions. In March 2016, the FASB clarified the assessment of whether contingent options that can accelerate the payment of principal on debt instruments requires bifurcation as an embedded derivative. The amendments require a contingent option embedded in a debt instrument to be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. Application of the clarified guidance on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . In July 2015, the FASB changed the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value for entities that do not use the last-in, first-out ("LIFO") or retail inventory method. The changes also eliminated the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory for entities that do not use the LIFO or retail inventory method. Application of the changed measurement principle for inventory on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . Standards Pending Adoption In March 2017, the FASB shortened the amortization period for certain callable debt securities held at a premium to the earliest call date. Application of the shortened amortization period is effective for the Company in the first quarter of 2019 on a modified retrospective basis, with early application permitted. The Company does not expect application of the shortened amortization period to have a material effect on its Condensed Consolidated Financial Statements . In January 2017, the FASB clarified the definition of a business. The clarified guidance provides a more defined framework to use in determining when a set of assets and activities constitute a business. The clarified definition is effective for the Company in the first quarter of 2018 on a prospective basis, with early application permitted. The Company does not expect application of the clarified definition of a business to have a material effect on its Condensed Consolidated Financial Statements . In October 2016, the FASB amended its guidance on the tax effects of intra-entity transfers of assets other than inventory. The amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for the Company in the first quarter of 2018 and is required to be applied on a modified retrospective basis. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In August 2016, the FASB issued clarifying guidance on the presentation of eight specific cash flow issues for which previous guidance was either unclear or not specific. The clarified guidance is effective for the Company in the first quarter of 2018 and is required to be applied on a retrospective basis. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectibility. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost basis of the financial instrument. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments for credit-related losses through an allowance and eliminating the length of time a security has been in an unrealized loss position as a consideration in the determination of whether a credit loss exists. The guidance is effective for the Company in the first quarter of 2020, and is effective using a modified retrospective approach for application of the current expected credit loss model to financial instruments and a prospective approach for credit losses on available-for-sale debt securities. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In March 2016, the FASB provided guidance on the derecognition of prepaid stored-value product liabilities, such as gift cards. The guidance is effective for the Company in the first quarter of 2018 and may be applied using a full retrospective or modified retrospective approach, with early adoption permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In February 2016, the FASB issued a new accounting standard for leases. The new standard generally requires the recognition of financing and operating lease liabilities and corresponding right-of-use assets on the balance sheet. For financing leases, a lessee recognizes amortization of the right-of-use asset as an operating expense over the lease term separately from interest on the lease liability. For operating leases, a lessee recognizes its total lease expense as an operating expense over the lease term. The amendments are effective for the Company in the first quarter of 2019 using a modified retrospective approach, with early application permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements and expects that its existing operating lease commitments will be recognized as operating lease liabilities and right-of-use assets. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The amendments address how revenue is recognized in order to improve comparability between the financial statements of companies applying U.S. GAAP and International Financial Reporting Standards. The core principle of the amended revenue standard is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the amended revenue recognition standard provides guidance related to the capitalization and amortization of the incremental costs of obtaining a contract. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The amendments are effective for the Company in the first quarter of 2018 and may be applied using a full retrospective or modified retrospective approach. The Company expects to initially apply the amendments in the first quarter of 2018 and is evaluating the effect the amendments and transition alternatives will have on its Condensed Consolidated Financial Statements . While the Company has not finalized its evaluation of the effect that the amended revenue recognition standard will have on its Condensed Consolidated Financial Statements , the Company expects that revenue from both its fixed-fee and per-unit intellectual property licensees may be materially impacted. Under the amended revenue recognition standard, the Company may be required to recognize a substantial portion of license fees under a fixed-fee intellectual property license agreement at inception of the agreement, as opposed to recognizing the license fees ratably over the license term, which is its practice in accordance with existing U.S. GAAP. This could impact revenue recognition for all fixed-fee intellectual property license agreements, including certain fixed-fee agreements that license the Company's existing intellectual property portfolio and intellectual property that is added to the Company's portfolio during the term of the license. In addition, in accordance with existing U.S. GAAP, the Company currently recognizes revenue from per-unit royalty licenses with consumer electronic manufacturers and third party IPG providers in the period the licensee reports its sales, which is generally in the quarter after the underlying sales by the licensee occurred. On adoption of the amended revenue recognition standard, per-unit royalties are recognized as revenue during the period in which the licensee's sales are estimated to have occurred, which results in an adjustment to revenue when actual amounts are subsequently reported by the Company's licensees. In addition, some deferred revenue recognized in accordance with existing U.S. GAAP could be eliminated as part of the effect of adoption. In accordance with existing U.S. GAAP, cost deferrals related to obtaining a contract are minimal; however, under the amended revenue recognition standard, the deferral of incremental costs to obtain a contract are expected to be more significant and may be amortized over period of time commensurate with the period of benefit which may exceed the contract term. The Company is currently assessing the types and amounts of costs that may be eligible for deferral under the amended revenue recognition standard, and the associated amortization period. The Company has not selected a transition approach. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions TiVo Acquisition On September 7, 2016 , Rovi completed its acquisition of TiVo Solutions , a global leader in next-generation video technology and innovative cloud-based software-as-a-service solutions. On the TiVo Acquisition Date , each issued and outstanding share of TiVo Solutions common stock (other than shares of TiVo Solutions common stock held by those TiVo Solutions stockholders who had properly demanded and not waived or withdrawn appraisal rights under Delaware law as further discussed below) automatically converted into the right to receive $2.75 per share in cash and 0.3853 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of TiVo Corporation common stock. As the employee restricted stock awards, stock options and performance-based restricted stock awards remained outstanding after the TiVo Acquisition Date , employee holders were not eligible for the cash component of the merger consideration and the number of TiVo Corporation restricted stock awards or stock options delivered at the TiVo Acquisition Date was based on an exchange ratio of 0.5186 . TiVo Solutions ' results of operations and cash flows have been included in the Condensed Consolidated Financial Statements for periods subsequent to September 7, 2016 . For the three months ended June 30, 2017 , TiVo Corporation 's results include revenue and operating income from TiVo Solutions of $94.9 million and $8.5 million , respectively. For the six months ended June 30, 2017 , TiVo Corporation 's results include revenue and operating loss from TiVo Solutions of $179.7 million and $1.3 million , respectively. Preliminary Purchase Price In November 2016, holders of 9.1 million shares of TiVo Solutions common stock outstanding at the TiVo Acquisition Date who did not vote to approve the TiVo Acquisition filed a petition for appraisal ("Dissenting Holders", and the shares held by such Dissenting Holders, the "Dissenting Shares") in the Delaware Court of Chancery. See Note 10 for additional information about the claims asserted by the Dissenting Holders. As of December 31, 2016 , $79.0 million was included in the aggregate merger consideration based on 9.1 million Dissenting Shares assuming a right to receive 0.3853 shares of TiVo Corporation common stock, or 3.5 million shares of TiVo Corporation common stock. In addition, on the TiVo Acquisition Date , TiVo Corporation paid the cash portion of the merger consideration related to the Dissenting Shares, which was $2.75 per share, to an account held by the exchange agent in the TiVo Acquisition . As of December 31, 2016 , the exchange agent in the TiVo Acquisition was holding $25.3 million in cash, substantially all of which related to the Dissenting Holders. The accrued merger consideration was presented in Accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets as of December 31, 2016 . On March 27, 2017, TiVo Corporation agreed to settle the claims of the Dissenting Holders for $117.0 million , which was paid in cash in April 2017. In connection with the settlement, in March 2017, the exchange agent in the TiVo Acquisition returned $25.1 million in cash related to the Dissenting Holders to TiVo Corporation . As the amount paid to Dissenting Holders resulted from a settlement other than a judgment from the Delaware Court of Chancery, a Litigation settlement loss of $12.9 million was recognized in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2017 . The Litigation settlement loss represents the settlement amount in excess of the amount due to the Dissenting Holders as merger consideration. Purchase Price Allocation The Condensed Consolidated Financial Statements have been prepared using the acquisition method of accounting under U.S. GAAP with Rovi treated as the acquirer of TiVo Solutions for accounting purposes. Under the acquisition method of accounting, the purchase consideration delivered by TiVo Corporation to complete the acquisition was allocated to the assets acquired and liabilities assumed generally based on their fair value at the TiVo Acquisition Date . TiVo Corporation has made significant estimates and assumptions in determining the preliminary fair value of the assets acquired and liabilities assumed based on discussions with TiVo Solutions ’ management and TiVo Corporation ’s informed insights into the industries in which TiVo Solutions competes. To complete the allocation of the purchase price to the assets acquired and liabilities assumed at their TiVo Acquisition Date fair value, the measurement of the purchase price, the measurement of certain pre-acquisition contingencies and income tax returns for TiVo Solutions for the period prior to the TiVo Acquisition Date must be completed. As a result, as of June 30, 2017 , the purchase price and purchase price allocation are preliminary and subject to change. The final fair value of assets acquired and liabilities assumed may differ materially from the preliminary fair value estimates presented in these Condensed Consolidated Financial Statements , and such differences could have a material impact on the accompanying Condensed Consolidated Financial Statements and TiVo Corporation ’s future results of operations and financial position. Final estimates of fair value are expected to be completed as soon as possible, but no later than one year from the TiVo Acquisition Date . Changes to the purchase price allocation for the period from December 31, 2016 to June 30, 2017 were as follows (in thousands): December 31, 2016 Adjustments June 30, 2017 Goodwill $ 468,330 $ 1,357 $ 469,687 Accounts payable and accrued expenses and other long-term liabilities (73,456 ) (1,200 ) (74,656 ) Deferred tax liabilities, net (97,305 ) (157 ) (97,462 ) Total merger consideration 1,129,726 — 1,129,726 If the measurement period adjustments had been recognized as of the TiVo Acquisition Date , their effect on Net loss for the three and six months ended June 30, 2017 would have been immaterial. Unaudited Pro Forma Information The following unaudited pro forma financial information (in thousands, except per share amounts) has been adjusted to give effect to the TiVo Acquisition as if it were consummated on January 1, 2015. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2015 and should not be taken as representative of future results of operations of the combined company. Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Total Revenues, net $ 204,719 $ 408,161 Net loss $ (24,978 ) $ (83,194 ) Basic loss per share $ (0.22 ) $ (0.72 ) Diluted loss per share $ (0.22 ) $ (0.72 ) The unaudited pro forma financial information includes material, nonrecurring pro forma adjustments directly attributable to the TiVo Acquisition primarily related to a reduction in revenues and costs to adjust TiVo Solutions ' historical deferred revenue amortization and deferred technology cost amortization to fair value, the elimination of intercompany revenue as TiVo Solutions purchased products from Rovi , adjustments to the amortization of intangible assets, adjustments for direct and incremental acquisition-related costs and the related tax effects, as well as Rovi 's deferred tax asset valuation allowance release as a result of the TiVo Acquisition reflected in the historical financial statements. The unaudited pro forma financial information does not include any cost saving synergies from operating efficiencies or the effect of incremental costs incurred from integrating the companies. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale DivX and MainConcept During the fourth quarter of 2013, the Company determined it would pursue selling its DivX and MainConcept businesses. DivX and MainConcept were providers of high-quality video compression-decompression software and a software library that enabled the distribution of content across the internet and through recordable media, in either physical or streamed forms. On March 31, 2014, the Company sold its DivX and MainConcept businesses for $52.5 million in cash, plus up to $22.5 million in additional payments based on the achievement of certain revenue milestones over the three years following the acquisition. In the three years following the acquisition of DivX and MainConcept, no additional payments were received as the revenue milestones were not satisfied. |
Financial Statement Details
Financial Statement Details | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Accounts receivable, net (in thousands): June 30, 2017 December 31, 2016 Accounts receivable, gross $ 187,415 $ 149,105 Less: Allowance for doubtful accounts (2,545 ) (1,963 ) Accounts receivable, net $ 184,870 $ 147,142 Inventory (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 3,665 $ 1,595 Finished goods 7,254 11,591 Inventory $ 10,919 $ 13,186 Property and equipment, net (in thousands): June 30, 2017 December 31, 2016 Computer software and equipment $ 145,286 $ 136,776 Leasehold improvements 26,813 26,201 Furniture and fixtures 7,018 6,627 Property and equipment, gross 179,117 169,604 Less: Accumulated depreciation and amortization (138,819 ) (121,232 ) Property and equipment, net $ 40,298 $ 48,372 Accounts payable and accrued expenses (in thousands): June 30, 2017 December 31, 2016 Accounts payable $ 11,107 $ 29,218 Accrued compensation and benefits 32,160 54,571 Accrual for merger consideration — 78,981 Other accrued liabilities 77,622 63,681 Accounts payable and accrued expenses $ 120,889 $ 226,451 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Investments | Investments The amortized cost and fair value of cash, cash equivalents and marketable securities by significant investment category were as follows (in thousands): June 30, 2017 Amortized Cost Unrealized Unrealized Fair Value Cash $ 31,211 $ — $ — $ 31,211 Cash equivalents - Money market funds 58,684 — — 58,684 Cash and cash equivalents $ 89,895 $ — $ — $ 89,895 Auction rate securities $ 10,800 $ — $ (216 ) $ 10,584 Corporate debt securities 101,147 5 (133 ) 101,019 Foreign government obligations 2,247 — (4 ) 2,243 U.S. Treasuries / Agencies 112,808 1 (301 ) 112,508 Marketable securities $ 227,002 $ 6 $ (654 ) $ 226,354 Cash, cash equivalents and marketable securities $ 316,249 December 31, 2016 Amortized Cost Unrealized Unrealized Fair Value Cash $ 50,969 $ — $ — $ 50,969 Cash equivalents - Money market funds 141,658 — — 141,658 Cash and cash equivalents $ 192,627 $ — $ — $ 192,627 Auction rate securities $ 10,800 $ — $ (432 ) $ 10,368 Corporate debt securities 106,128 8 (215 ) 105,921 Foreign government obligations 2,246 — (8 ) 2,238 U.S. Treasuries / Agencies 127,734 14 (262 ) 127,486 Marketable securities $ 246,908 $ 22 $ (917 ) $ 246,013 Cash, cash equivalents and marketable securities $ 438,640 The Company attributes unrealized losses on its auction rate securities to liquidity issues rather than credit issues. The Company’s auction rate securities are comprised solely of AAA-rated federally insured student loans. The Company continues to earn interest on its auction rate securities and has the ability and intent to hold these securities until they recover their amortized cost. As of June 30, 2017 , the amortized cost and fair value of marketable securities, by contractual maturity, were as follows (in thousands): Amortized Cost Fair Value Due in less than 1 year $ 123,750 $ 123,576 Due in 1-2 years 92,452 92,194 Due in more than 2 years 10,800 10,584 Total $ 227,002 $ 226,354 As of June 30, 2017 and December 31, 2016 , non-marketable equity securities accounted for under the equity method had a carrying amount of $0.9 million and $1.6 million , respectively, and non-marketable equity securities accounted for under the cost method had a carrying amount of $2.7 million and $2.7 million , respectively. We periodically review our non-marketable equity securities for potential impairment. No impairments were recognized during the three and six months ended June 30, 2017 on non-marketable equity securities. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs. Level 3. Unobservable inputs for the asset or liability. Recurring Fair Value Measurements Assets and liabilities reported at fair value on a recurring basis in the Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): June 30, 2017 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 58,684 $ 58,684 $ — $ — Short-term marketable securities Corporate debt securities 72,596 — 72,596 — Foreign government obligations 2,243 — 2,243 — U.S. Treasuries / Agencies 48,737 — 48,737 — Long-term marketable securities Auction rate securities 10,584 — — 10,584 Corporate debt securities 28,423 — 28,423 — U.S. Treasuries / Agencies 63,771 — 63,771 — Total Assets $ 285,038 $ 58,684 $ 215,770 $ 10,584 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (2,604 ) $ — $ — $ (2,604 ) Other long-term liabilities Cubiware contingent consideration (3,111 ) — — (3,111 ) Interest rate swaps (16,751 ) — (16,751 ) — Total Liabilities $ (22,466 ) $ — $ (16,751 ) $ (5,715 ) December 31, 2016 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 141,658 $ 141,658 $ — $ — Short-term marketable securities Corporate debt securities 76,568 — 76,568 — U.S. Treasuries / Agencies 40,516 — 40,516 — Long-term marketable securities Auction rate securities 10,368 — — 10,368 Corporate debt securities 29,353 — 29,353 — Foreign government obligations 2,238 — 2,238 — U.S. Treasuries / Agencies 86,970 — 86,970 — Total Assets $ 387,671 $ 141,658 $ 235,645 $ 10,368 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (1,988 ) $ — $ — $ (1,988 ) Interest rate swaps (648 ) — (648 ) — Other long-term liabilities Cubiware contingent consideration (3,285 ) — — (3,285 ) Interest rate swaps (19,303 ) — (19,303 ) — Total Liabilities $ (25,224 ) $ — $ (19,951 ) $ (5,273 ) The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period. For the three and six months ended June 30, 2017 and 2016 , there were no transfers between levels of the fair value hierarchy. Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Three Months Ended June 30, 2017 2016 Auction rate securities Cubiware contingent consideration Auction rate securities Balance at beginning of period $ 10,476 $ (5,104 ) $ 10,152 Loss included in earnings — (611 ) — Unrealized gains included in other comprehensive income 108 — 108 Balance at end of period $ 10,584 $ (5,715 ) $ 10,260 Six Months Ended June 30, 2017 2016 Auction rate securities Cubiware contingent consideration Auction rate securities Balance at beginning of period $ 10,368 $ (5,273 ) $ 10,260 Loss included in earnings — (442 ) — Unrealized gains included in other comprehensive income 216 — — Balance at end of period $ 10,584 $ (5,715 ) $ 10,260 The Loss included in earnings related to the Cubiware contingent consideration liability for the three months ended June 30, 2017 is included in Selling, general and administrative expense as a $0.4 million loss related to remeasurement of the Cubiware contingent consideration and $0.2 million of Interest expense related to accretion of the liability to future value. The Loss included in earnings related to the Cubiware contingent consideration liability for the six months ended June 30, 2017 is included in Selling, general and administrative expense as a $0.1 million loss related to remeasurement of the Cubiware contingent consideration and $0.4 million of Interest expense related to accretion of the liability to future value. Non-recurring Fair Value Measurements In May 2017, TiVo Corporation vacated a portion of a leased facility as part of its ongoing TiVo Integration Restructuring Plan (as described in Note 8 ) resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. The fair value of the impaired assets was estimated using a discounted cash flow technique that incorporated among other items, the timing and amount of expected future cash flows associated with the assets, income tax rates, and economic and market conditions, as well as a risk adjusted discount rate. The fair value of the impaired assets would be classified in Level 2 of the fair value hierarchy. Valuation Techniques The fair value of marketable securities, other than auction rate securities, is estimated using observable market-corroborated inputs, such as quoted prices in active markets for similar assets or independent pricing vendors, obtained from a third party pricing service. The fair value of auction rate securities is estimated using a discounted cash flow analysis or other type of valuation model. These estimates are highly judgmental and incorporate, among other items, the likelihood of redemption, credit and liquidity spreads, duration, interest rates and the timing and amount of expected future cash flows. These securities are also compared, when possible, to other observable data for securities with characteristics similar to the securities held by the Company. The fair value of contingent consideration liabilities related to acquisitions is estimated utilizing a probability-weighted discounted cash flow analysis based on the terms of the underlying purchase agreement. The significant unobservable inputs used in calculating the fair value of contingent consideration liabilities related to acquisitions include financial performance scenarios, the probability of achieving those scenarios and the discount rate. The fair value of interest rate swaps is estimated using a discounted cash flow analysis that considers the expected future cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swap, including the remaining period to maturity, and uses market-corroborated inputs, including forward interest rate curves and implied interest rate volatilities. The fair value of an interest rate swap is estimated by netting the discounted future fixed cash payments against the discounted expected variable cash receipts. The variable cash receipts are estimated based on an expectation of future interest rates derived from forward interest rate curves. The fair value of an interest rate swap also incorporates credit valuation adjustments to reflect the nonperformance risk of the Company and the respective counterparty. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company considers the effect of its master netting agreements. Other Fair Value Disclosures The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) 2020 Convertible Notes $ 304,614 $ 340,472 $ 297,646 $ 349,140 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 674,206 679,849 677,038 686,766 Total Long-term debt $ 978,868 $ 1,020,369 $ 974,732 $ 1,035,954 (1) The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considers the nonperformance risk of the Company. If reported at fair value in the Condensed Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill were as follows (in thousands): Intellectual Property Licensing Product Total December 31, 2016 $ 1,291,120 $ 520,998 $ 1,812,118 TiVo Acquisition 309 1,048 1,357 Foreign currency translation — 201 201 June 30, 2017 $ 1,291,429 $ 522,247 $ 1,813,676 Goodwill resulting from the TiVo Acquisition was allocated to the Company's reportable segments based on the relative fair value of the TiVo Solutions businesses assigned to the Company's reporting units. Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): June 30, 2017 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,034,032 $ (631,625 ) $ 402,407 Existing contracts and customer relationships 402,847 (101,759 ) 301,088 Content databases and other 59,640 (50,187 ) 9,453 Trademarks / Tradenames 8,300 (8,300 ) — Total Finite-lived 1,504,819 (791,871 ) 712,948 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,518,819 $ (791,871 ) $ 726,948 December 31, 2016 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,031,280 $ (586,800 ) $ 444,480 Existing contracts and customer relationships 402,143 (64,123 ) 338,020 Content databases and other 59,390 (49,052 ) 10,338 Trademarks / Tradenames 8,300 (8,300 ) — Total Finite-lived 1,501,113 (708,275 ) 792,838 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,515,113 $ (708,275 ) $ 806,838 Patent Acquisitions In the six months ended June 30, 2017 , the Company purchased a portfolio of patents for $ 2.0 million in cash. The Company accounted for the patent portfolio purchase as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . In January 2016, the Company purchased a portfolio of patents for $2.5 million in cash. The Company accounted for the patent portfolio purchase as an asset acquisition and is amortizing the purchase price over a weighted average period of five years . Future Amortization As of June 30, 2017 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2017 $ 83,231 2018 147,393 2019 109,956 2020 109,132 2021 66,323 Thereafter 196,913 Total $ 712,948 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Restructuring and Asset Impairment Charges Components of Restructuring and asset impairment charges were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Future minimum lease payments, net $ 446 $ — $ 1,207 $ 214 Severance costs 1,614 — 4,043 388 Share-based payments 573 — 1,918 — Contract termination costs — — 4 1,279 Asset impairment 6,741 — 6,741 452 Restructuring and asset impairment charges $ 9,374 $ — $ 13,913 $ 2,333 Accrued restructuring costs were as follows (in thousands): June 30, 2017 December 31, 2016 Future minimum lease payments, net $ 1,245 $ 758 Severance costs 2,321 3,796 Contract termination costs 78 183 Accrued restructuring costs $ 3,644 $ 4,737 We expect a substantial portion of the Accrued restructuring costs , including those associated with the TiVo Acquisition , to be paid at various dates through December 31, 2017. TiVo Integration Restructuring Plan Following completion of the TiVo Acquisition , TiVo Corporation began implementing its integration plans which are intended to realize operational synergies between Rovi and TiVo Solutions (the " TiVo Integration Restructuring Plan "). As a result of these integration plans, TiVo Corporation expects to eliminate duplicative positions resulting in severance costs and the termination of certain leases and other contracts. In May 2017, TiVo Corporation vacated a portion of a leased facility resulting in a $6.7 million loss on the impairment of certain property and equipment, principally leasehold improvements. Restructuring activities related to the TiVo Integration Restructuring Plan for the six months ended June 30, 2017 were as follows (in thousands): December 31, 2016 Restructuring Expense Cash Settlements Non-Cash Settlements Other June 30, 2017 Future minimum lease payments, net $ 224 $ 380 $ (233 ) $ — $ (158 ) $ 213 Severance costs 3,504 4,193 (5,484 ) — (28 ) 2,185 Share-based payments — 1,918 — (1,918 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 6,741 — (6,741 ) — — Total $ 3,791 $ 13,236 $ (5,784 ) $ (8,659 ) $ (186 ) $ 2,398 Legacy TiVo Solutions Restructuring Plans In the three months ended June 30, 2017 , certain termination benefits expired that were offered by TiVo Solutions in connection with the elimination of a number of positions prior to the TiVo Acquisition Date (the "Legacy TiVo Solutions Restructuring Plans"). As a result of these termination benefits expiring unused, Restructuring and asset impairment charges recognized for the six months ended June 30, 2017 were reduced by $0.2 million . As of June 30, 2017 , the Legacy TiVo Solutions Restructuring Plans were completed and no Accrued restructuring costs are included in the Condensed Consolidated Balance Sheets related to the Legacy TiVo Solutions Restructuring Plans. Legacy Rovi Restructuring Plans In the three months ended March 31, 2016, Rovi initiated certain facility rationalization activities (the "Legacy Rovi Restructuring Plans"), including relocating its corporate headquarters from Santa Clara, California to San Carlos, California and consolidating its Silicon Valley operations into the corporate headquarters, and eliminated a number of positions associated with a reorganization of the sales force structure, downsizing the global services workforce and eliminating certain general and administrative positions. As a result of these actions, Restructuring and asset impairment charges of $0.1 million and $0.8 million were recognized in the three and six months ended June 30, 2017 and $2.3 million was recognized in the six months ended June 30, 2016 . As of June 30, 2017 , Accrued restructuring costs of $1.2 million are included in Accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets related to the Legacy Rovi Restructuring Plans. |
Debt and Interest Rate Swaps
Debt and Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Interest Rate Swaps | Debt and Interest Rate Swaps A summary of the Company's financing arrangements was as follows (dollars in thousands): June 30, 2017 December 31, 2016 Stated Interest Rate Issue Date Maturity Date Outstanding Principal Carrying Amount Outstanding Principal Carrying Amount 2020 Convertible Notes 0.500% March 4, 2015 March 1, 2020 $ 345,000 $ 304,614 $ 345,000 $ 297,646 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 Term Loan Facility B Variable July 2, 2014 July 2, 2021 679,000 674,206 682,500 677,038 Total Long-term debt $ 1,024,048 978,868 $ 1,027,548 974,732 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 971,868 $ 967,732 2020 Convertible Notes Rovi issued $345.0 million in aggregate principal of 0.500% Convertible Senior Notes that mature March 1, 2020 (the “ 2020 Convertible Notes ”) at par pursuant to an Indenture dated March 4, 2015 (as supplemented, the " 2015 Indenture "). The 2020 Convertible Notes were sold in a private placement and bear interest at an annual rate of 0.500% payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2015. In connection with the TiVo Acquisition , TiVo Corporation and Rovi entered into a supplemental indenture under which TiVo Corporation became a guarantor of the 2020 Convertible Notes and the notes became convertible into TiVo Corporation common stock. The 2020 Convertible Notes were convertible at an initial conversion rate of 34.5968 shares of TiVo Corporation common stock per $1,000 of principal of notes, which was equivalent to an initial conversion price of $28.9044 per share of TiVo Corporation common stock. As of June 30, 2017 , the 2020 Convertible Notes are convertible at a conversion rate of 35.2777 shares of TiVo Corporation common stock per $1,000 principal of notes, which is equivalent to a conversion price of $28.3465 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 . Holders may convert the 2020 Convertible Notes , prior to the close of business on the business day immediately preceding December 1, 2019 , in multiples of $1,000 of principal under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of TiVo Corporation 's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 of principal of 2020 Convertible Notes for each trading day was less than 98% of the product of the last reported sale price of TiVo Corporation ’s common stock and the conversion rate on each such trading day; or • on the occurrence of specified corporate events. On or after December 1, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal, at any time. In addition, during the 35 -day trading period following a Merger Event, as defined in the 2015 Indenture , holders may convert the 2020 Convertible Notes , in multiples of $1,000 of principal. On conversion, a holder will receive the conversion value of the 2020 Convertible Notes converted based on the conversion rate multiplied by the volume-weighted average price of TiVo Corporation ’s common stock over a specified observation period. On conversion, Rovi will pay cash up to the aggregate principal of the 2020 Convertible Notes converted and deliver shares of TiVo Corporation ’s common stock in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal of the 2020 Convertible Notes being converted. The conversion rate is subject to adjustment in certain events, including certain events that constitute a "Make-Whole Fundamental Change" (as defined in the 2015 Indenture ). In addition, if Rovi undergoes a "Fundamental Change" (as defined in the 2015 Indenture ) prior to March 1, 2020, holders may require Rovi to repurchase for cash all or a portion of the 2020 Convertible Notes at a repurchase price equal to 100% of the principal of the repurchased 2020 Convertible Notes , plus accrued and unpaid interest. The conversion rate is also subject to customary anti-dilution adjustments. The 2020 Convertible Notes are not redeemable prior to maturity by Rovi and no sinking fund is provided. The 2020 Convertible Notes are unsecured and do not contain financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the repurchase of other securities by Rovi . The 2015 Indenture includes customary terms and covenants, including certain events of default after which the 2020 Convertible Notes may be due and payable immediately. TiVo Corporation has separately accounted for the liability and equity components of the 2020 Convertible Notes . The initial carrying amount of the liability component was calculated by estimating the value of the 2020 Convertible Notes using TiVo Corporation ’s estimated non-convertible borrowing rate of 4.75% at the time the instrument was issued. The carrying amount of the equity component, representing the value of the conversion option, was determined by deducting the liability component from the principal of the 2020 Convertible Notes . The difference between the principal of the 2020 Convertible Notes and the liability component is considered a debt discount which is being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . The equity component of the 2020 Convertible Notes was recorded as a component of Additional paid-in capital in the Condensed Consolidated Balance Sheets and will not be remeasured as long as it continues to meet the conditions for equity classification. Related to the 2020 Convertible Notes , the Condensed Consolidated Balance Sheets included the following (in thousands): June 30, 2017 December 31, 2016 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (35,895 ) (42,144 ) Less: Unamortized debt issuance costs (4,491 ) (5,210 ) Carrying amount $ 304,614 $ 297,646 Equity component $ 63,854 $ 63,854 Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stated interest $ 431 $ 431 $ 863 $ 863 Amortization of debt discount 3,143 3,000 6,249 5,965 Amortization of debt issuance costs 364 329 719 650 Total interest expense $ 3,938 $ 3,760 $ 7,831 $ 7,478 Rovi incurred $9.3 million in transaction costs related to the issuance of the 2020 Convertible Notes which were allocated to liability and equity components based on the relative amounts calculated for the 2020 Convertible Notes at the date of issuance. Transaction costs of $7.6 million attributable to the liability component were recorded in Long-term debt, less current portion in the Condensed Consolidated Balance Sheets and are being amortized to interest expense using the effective interest method over the expected term of the 2020 Convertible Notes . Transaction costs of $1.7 million attributable to the equity component were recorded as a component of Additional paid-in capital in the Condensed Consolidated Balance Sheets . Purchased Call Options and Sold Warrants related to the 2020 Convertible Notes Concurrent with the issuance of the 2020 Convertible Notes , Rovi paid $64.8 million to purchase call options with respect to its common stock. The call options gave TiVo Corporation the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation 's common stock at an exercise price of $28.9044 per share, which corresponds to the initial conversion price of the 2020 Convertible Notes , and are exercisable by TiVo Corporation on conversion of the 2020 Convertible Notes . As of June 30, 2017 , the call options give TiVo Corporation the right, but not the obligation, to purchase up to 12.2 million shares of TiVo Corporation 's common stock at an exercise price of $28.3465 per share. The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . 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 , Rovi received $31.3 million from the sale of warrants that provide the holder of the warrant the right, but not the obligation, to purchase up to 11.9 million shares of TiVo Corporation common stock at an exercise price of $40.1450 per share. As of June 30, 2017 , the warrants have an exercise price of $39.3701 per share. The exercise price is subject to adjustment, including as a result of dividends paid by TiVo Corporation . The warrants are exercisable beginning June 1, 2020 and can be settled in cash or shares at TiVo Corporation 's election. The warrants were entered into to offset the cost of the purchased call options. The warrants are separate transactions from the 2020 Convertible Notes and holders of the 2020 Convertible Notes do not have any rights with respect to the warrants. The amounts paid to purchase the call options and received to sell the warrants were recorded in Additional paid-in capital in the Condensed Consolidated Balance Sheets . 2021 Convertible Notes TiVo Solutions issued $230.0 million in aggregate principal of 2.0% Convertible Senior Notes that mature October 1, 2021 (the " 2021 Convertible Notes ") at par pursuant to an Indenture dated September 22, 2014 (as supplemented, "the 2014 Indenture "). The 2021 Convertible Notes bear interest at an annual rate of 2.0% , payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 2015. On October 12, 2016 , TiVo Solutions repaid $229.95 million of the par value of the 2021 Convertible Notes . The 2021 Convertible Notes were convertible at an initial conversion rate of 56.1073 shares of TiVo Solutions common stock per $1,000 principal of notes, which was equivalent to an initial conversion price of $17.8230 per share of TiVo Solutions common stock. Following the TiVo Acquisition , the 2021 Convertible Notes were convertible at a conversion rate of 21.6181 shares of TiVo Corporation common stock per $1,000 principal of notes and $154.30 per $1,000 principal of notes, which was equivalent to a conversion price of $39.12 per share of TiVo Corporation common stock. As of June 30, 2017 , the 2021 Convertible Notes are convertible at a conversion rate of 22.0534 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 $38.3478 per share of TiVo Corporation common stock. The conversion rate and conversion price are subject to adjustment pursuant to the 2014 Indenture , including as a result of dividends paid by TiVo Corporation . TiVo Solutions can settle the 2021 Convertible Notes in cash, shares of common stock, or any combination thereof pursuant to the 2014 Indenture . Subject to certain exceptions, holders may require TiVo Solutions to repurchase, for cash, all or part of their 2021 Convertible Notes upon a “Fundamental Change” (as defined in the 2014 Indenture ) at a price equal to 100% of the principal amount of the 2021 Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the “Fundamental Change Repurchase Date” (as defined in the 2014 Indenture ). In addition, on a “Make-Whole Fundamental Change” (as defined in the 2014 Indenture ) prior to the maturity date of the 2021 Convertible Notes , TiVo Solutions will, in some cases, increase the conversion rate for a holder that elects to convert its 2021 Convertible Notes in connection with such Make-Whole Fundamental Change. Senior Secured Credit Facility On July 2, 2014, Rovi Corporation, as parent guarantor, and two of its wholly-owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of its other subsidiaries, as subsidiary guarantors, entered into a Credit Agreement (the “ Credit Agreement ”). After the completion of the TiVo Acquisition , TiVo Corporation became a guarantor under the Credit Agreement . The Credit Agreement provided for a (i) five -year $125.0 million term loan A facility (“ Term Loan Facility A ”), (ii) seven -year $700.0 million term loan B facility (“ Term Loan Facility B ” and together with Term Loan Facility A , the “ Term Loan Facility ”) and (iii) five -year $175.0 million revolving credit facility (including a letter of credit sub-facility) (the " Revolving Facility ” and together with the Term Loan Facility , the “ Senior Secured Credit Facility ”). In September 2015, Rovi made a voluntary principal prepayment to extinguish Term Loan Facility A and elected to terminate the Revolving Facility . Prior to the refinancing described below, loans under Term Loan Facility B bore interest, at the Company's option, at a rate equal to either LIBOR, plus an applicable margin equal to 3.00% per annum (subject to a 0.75% LIBOR floor) or the prime lending rate, plus an applicable margin equal to 2.00% per annum. On January 26, 2017 , TiVo Corporation , as parent guarantor, two of its wholly-owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of TiVo Corporation ’s other subsidiaries, as subsidiary guarantors, entered into Refinancing Agreement No. 1 with respect to Term Loan Facility B . The $682.5 million in proceeds from Refinancing Agreement No. 1 was used to repay existing loans under Term Loan Facility B in full. The borrowing terms for Refinancing Agreement No. 1 are substantially similar to the borrowing terms of Term Loan Facility B . However, loans under Refinancing Agreement No. 1 bear interest, at the borrower's option, at a rate equal to either LIBOR, plus an applicable margin equal to 2.50% per annum (subject to a 0.75% LIBOR floor) or the prime lending rate, plus an applicable margin equal to 1.50% per annum. Refinancing Agreement No. 1 requires quarterly principal payments of $1.75 million through June 2021, with any remaining balance payable in July 2021. Refinancing Agreement No. 1 is part of the Senior Secured Credit Facility . The refinancing of Term Loan Facility B resulted in a Loss on debt extinguishment of $ 0.1 million and a Loss on debt modification of $0.9 million for the six months ended June 30, 2017 . Creditors in Term Loan Facility B that elected not to participate in Refinancing Agreement No. 1 were extinguished. Creditors in Term Loan Facility B that elected to participate in Refinancing Agreement No. 1 and for which the present value of future cash flows were not substantially different were accounted for as a debt modification. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions. The Credit Agreement is secured by substantially all of the Company's assets. The Company may be required to make an additional payment on the Term Loan Facility each February. This payment is calculated as a percentage of the prior year's "Excess Cash Flow" as defined in the Credit Agreement . No additional payment was required in February 2017. Debt Maturities As of June 30, 2017 , aggregate expected future principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): Remainder of 2017 $ 3,500 2018 7,000 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,024,048 (1) While the 2020 Convertible Notes are scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. Interest Rate Swaps The Company issues long-term debt denominated in U.S. dollars based on market conditions at the time of financing and may enter into interest rate swaps to achieve a primarily fixed interest rate. Alternatively, the Company may choose not to enter into interest rate swaps or may terminate a previously executed swap if it believes a larger proportion of floating-rate debt would be beneficial. The Company has not designated any of its interest rate swaps as hedges for accounting purposes. The Company records interest rate swaps in the Condensed Consolidated Balance Sheets at fair value with changes in fair value recorded as Loss on interest rate swaps in the Condensed Consolidated Statements of Operations . Amounts are presented in the Condensed Consolidated Balance Sheets after considering the right of offset and the effect of master netting agreements. During the three months ended June 30, 2017 and 2016 , the Company recorded a loss of $1.9 million and $5.5 million , respectively, from adjusting its interest rate swaps to fair value. During the six months ended June 30, 2017 and 2016 , the Company recorded a loss of $1.3 million and $18.6 million , respectively, from adjusting its interest rate swaps to fair value. Details of the Company's interest rate swaps as of June 30, 2017 and December 31, 2016 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity June 30, 2017 December 31, 2016 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility May 2012 April 2014 March 2017 $ — $ 215,000 (1) One month USD-LIBOR June 2013 January 2016 March 2019 $ 250,000 $ 250,000 2.23% One month USD-LIBOR September 2014 January 2016 July 2021 $ 125,000 $ 125,000 2.66% One month USD-LIBOR September 2014 March 2017 July 2021 $ 200,000 $ 200,000 2.93% One month USD-LIBOR (1) The Company paid a fixed interest rate which gradually increased from 0.65% for the three-month settlement period ended in June 2014 to 2.11% for the settlement period ended in March 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments In August 2016, Rovi entered into a 10 -year patent license agreement with DISH. Under the license agreement, DISH will pay Rovi for the period beginning on April 5, 2016 based on a monthly, per-subscriber fee, consistent with Rovi ’s existing licensing program for its largest pay TV providers. In addition, DISH agreed to provide TiVo Inc. with a release for all past products and a going-forward covenant not-to-sue under DISH’s existing patents during the 10-year license term in exchange for TiVo Solutions providing DISH certain TiVo Solutions products during the term and cash payments by TiVo Solutions to DISH of $60.3 million in the aggregate, of which $15.0 million was paid in the second quarter of 2017 and $15.0 million was paid in the fourth quarter of 2016 with the remainder due by the end of the third quarter of 2017 . The TiVo Solutions release and covenant transaction is being recognized as a reduction to revenue over the license term in the Condensed Consolidated Statements of Operations . No changes were made to the prior, existing patent settlement between EchoStar Corporation and DISH Network Corporation (together, "EchoStar"), and TiVo Solutions as a result of this agreement. The Company purchases components from a variety of suppliers and uses several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with contract manufacturers and suppliers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s reported purchase commitments arising from these agreements consists of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule and adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of June 30, 2017 , the Company had total purchase commitments for inventory of $12.1 million , of which $1.3 million was accrued in the Condensed Consolidated Balance Sheets . Indemnifications In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees against claims made by third parties arising out of the use and / or incorporation of the Company's products, intellectual property, services and / or technologies into the licensees' products and services. TiVo Solutions has also indemnified certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. The Company’s obligation to provide indemnifications under its agreements with customer and business partners would arise in the event that a third party filed a claim against one of the parties that was covered by the Company’s indemnification. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws. In some cases, the Company may receive tenders of defense and indemnity arising out of products, intellectual property services and / or technologies that are no longer provided by the Company due to having divested certain assets, but which were previously licensed or provided by the Company. The term of the Company's indemnification obligations is generally perpetual. The Company's indemnification obligations are typically limited to the cumulative amount paid to the Company by the licensee under the license agreement; however, some license agreements, including those with the Company's largest multiple system operators and digital broadcast satellite providers, have larger limits or do not specify a limit on amounts that may be payable under the indemnity arrangements. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company's potential indemnity liability, the Condensed Consolidated Financial Statements could be materially affected in a particular period by one or more of these indemnities. Under certain circumstances, TiVo Solutions may seek to recover some or all amounts paid to an indemnified party from its insurers. TiVo Solutions does not have any assets held either as collateral or by third parties that, on the occurrence of an event requiring it to indemnify a customer, TiVo Solutions could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations. Legal Proceedings The Company is involved in various lawsuits, claims and proceedings, including those identified below, consisting of intellectual property, commercial, securities and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. The Company believes it has recorded adequate provisions for any such matters and, as of June 30, 2017 , it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Condensed Consolidated Financial Statements . Legal costs are expensed as incurred. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on its Condensed Consolidated Financial Statements . On November 15, 2016, Driehaus Appraisal Litigation Fund, L.P., Driehaus Companies Profit Sharing Plan and Trust, and Richard H. Driehaus IRA (the “Driehaus Entities”) filed a petition for appraisal pursuant to Section 262 of the Delaware General Corporation Law ("Section 262") in the Court of Chancery of the State of Delaware covering a total of 1.9 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. Additionally, on November 15, 2016, Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund L.P. (the “Fir Tree Entities” and together with the Driehaus Entities, the “Appraisal Petitioners”) filed a petition for appraisal pursuant to Section 262 in the Court of Chancery of the State of Delaware covering a total of 7.2 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. On January 11, 2017, the Court of Chancery consolidated the two petitions into a consolidated action entitled In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.). The Appraisal Petitioners were also seeking the payment of their costs and attorneys’ fees. As discussed in Note 2, on March 27, 2017, TiVo Corporation executed a settlement agreement with the Dissenting Holders to settle the claims of the Dissenting Holders for $117.0 million , which was paid in cash in April 2017. On January 27, 2017 , UBS Securities LLC ("UBS") filed a complaint against TiVo Solutions alleging TiVo Solutions breached its contractual obligations to UBS under a September 14, 2010 letter agreement (the "Letter Agreement") whereby TiVo Solutions retained UBS as its financial advisor. In the complaint, UBS alleged that TiVo Solutions never terminated its Letter Agreement with UBS and, as a result, TiVo Solutions breached its obligations to UBS by (i) not paying UBS's annual retainer fee of $0.3 million for an unspecified number of years, but totaling an amount of $1.4 million , including unpaid retainer fees and out-of-pocket expenses, and (ii) not considering or retaining UBS as TiVo Solutions ' financial advisor in connection with its merger with Rovi , for which UBS alleged TiVo Solutions owed it a fee of $14.5 million (the amount TiVo Solutions paid its financial advisor for the merger). The Company and UBS settled this matter in May 2017 for $0.7 million , to be paid in a combination of a current cash payment and potential future service fees. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Earnings (Loss) Per Share Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period, except for periods of a loss from continuing operations. In periods of a loss from continuing operations, no common share equivalents are included in Diluted EPS because their effect would be anti-dilutive. The number of shares used to calculate Basic EPS and Diluted EPS were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Weighted average shares used in computing basic per share amounts 120,209 82,110 119,515 81,742 Dilutive effect of equity-based compensation awards — — — — Weighted average shares used in computing diluted per share amounts 120,209 82,110 119,515 81,742 Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options 2,812 3,501 3,233 3,579 Restricted awards 3,440 2,246 4,048 2,523 2020 Convertible Notes (1) 12,171 11,936 12,171 11,936 2021 Convertible Notes (1) 1 — 1 — Warrants related to 2020 Convertible Notes (1) 11,936 11,936 11,936 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 30,360 29,619 31,389 29,974 (1) See Note 9 for additional details. For the three months ended June 30, 2017 and 2016 , 0.4 million and 0.9 million weighted average performance-based restricted awards, respectively, were excluded from the calculation of Diluted EPS as the performance metric had yet to be achieved or their inclusion would have been anti-dilutive. For the six months ended June 30, 2017 and 2016 , 0.5 million and 0.8 million weighted average performance-based restricted awards, respectively, were excluded from the calculation of Diluted EPS as the performance metric had yet to be achieved or their inclusion would have been anti-dilutive. Effect of the 2020 Convertible Notes and related transactions on Diluted EPS In periods when the Company reports income from continuing operations, the potential dilutive effect of additional shares that may be issued on conversion of the 2020 Convertible Notes are included in the calculation of Diluted EPS under the treasury stock method if the price of the Company’s common stock exceeds the conversion price. The 2020 Convertible Notes have no impact on Diluted EPS until the price of the Company's common stock exceeds the conversion price of $28.3465 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 $18.65 per share on June 30, 2017 , the if-converted value of the 2020 Convertible Notes was less than the outstanding principal. Under the treasury stock method, the 2020 Convertible Notes would be dilutive if the Company’s common stock closes at or above $28.3465 per share. However, on conversion, no economic dilution is expected from the 2020 Convertible Notes as the exercise of call options purchased by the Company with respect to its common stock described in Note 9 is expected to eliminate any potential dilution from the 2020 Convertible Notes that would have otherwise occurred. The call options are always excluded from the calculation of Diluted EPS as they are anti-dilutive under the treasury stock method. The warrants sold by the Company with respect to its common stock in connection with the 2020 Convertible Notes described in Note 9 have an effect on Diluted EPS when the Company’s share price exceeds the warrant’s strike price of $39.3701 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 stock repurchase program authorization to $150.0 million . The February 2017 authorization includes amounts which were outstanding under previously authorized share repurchase programs. As of June 30, 2017 , the Company had $150.0 million of stock repurchase authorization remaining. The Company issues restricted awards as part of the equity incentive plans described in Note 12 . For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Condensed Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not considered common stock repurchases under the Company's authorized share repurchase plan. During the three months ended June 30, 2017 and 2016 , the Company withheld 0.1 million and 16.8 thousand shares of common stock to satisfy $ 1.7 million and $0.3 million of required withholding taxes, respectively. During the six months ended June 30, 2017 and 2016 , the Company withheld 0.6 million and 0.2 million shares of common stock to satisfy $11.3 million and $4.0 million of required withholding taxes, respectively. Dividend On April 30, 2017 , TiVo Corporation 's Board of Directors declared a cash dividend of $0.18 per share, which was paid on June 20, 2017 to stockholders of record on June 6, 2017 . Section 382 Transfer Restrictions On September 7, 2016 , upon the effective time of the TiVo Acquisition , the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions intended to preserve tax benefits related to the net operating loss carryforwards (“NOLs”) of the Company pursuant to Section 382 of Internal Revenue Code of 1986, as amended (the “Code”), that apply to transfers made by 5% stockholders, transferees related to a 5% stockholder, transferees acting in coordination with a 5% stockholder, or transfers that would result in a stockholder becoming a 5% stockholder. If the Company experiences an “ownership change,” as defined in Section 382 of the Code, its ability to fully utilize the NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits. These transfer restrictions are intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 5% or more of the Company's outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Company's Board of Directors. Such transfer restrictions will expire on the earlier of (i) the repeal of Section 382 or any successor statute if the Company’s Board of Directors determines that such restrictions are no longer necessary or desirable for the preservation of certain tax benefits, (ii) the beginning of a taxable year to which the Company’s Board of Directors determines that no tax benefits may be carried forward or (iii) the end of the day on September 7, 2019, three years from the effective time of the TiVo Acquisition when the Company’s certificate of incorporation was amended and restated to include certain transfer restrictions. The Company conducted a stockholder advisory vote with respect to the maintenance of such transfer restrictions in its certificate of incorporation at its 2017 Annual Meeting of Stockholders and the stockholders approved of such transfer restrictions. |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation | Equity-based Compensation Stock Options and Restricted Awards The Company grants equity-based compensation awards from the Rovi 2008 Equity Incentive Plan (the “Rovi 2008 Plan”). As of June 30, 2017 , the Company had 30.0 million shares reserved and 13.9 million shares available for issuance under the Rovi 2008 Plan. The Rovi 2008 Plan permits the grant of stock options, restricted stock, restricted stock units and similar types of equity awards to employees, officers, directors and consultants of the Company. 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. Restricted stock is considered outstanding at the time of the grant as holders are entitled to voting rights. Awards of restricted stock and restricted stock units (collectively, "restricted awards") are generally subject to a four year graded vesting period. On September 7, 2016 , the Company assumed the TiVo Inc. Amended and Restated 2008 Equity Incentive Award Plan (the “TiVo 2008 Plan”). Stock options assumed from the TiVo 2008 Plan 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 or vesting monthly over the four year vesting period. Stock options assumed from TiVo 2008 Plan generally have a contractual term of seven years. Restricted awards assumed from the TiVo 2008 Plan are generally subject to a three year vesting period, with 17% of the award vesting every six months. As of June 30, 2017 , there were 3.9 million shares reserved and 3.9 million shares available for future grant under the TiVo 2008 Plan. The Company has amended and restated the TiVo 2008 Plan effective as of the closing of the TiVo Acquisition to be the TiVo Corporation Titan Equity Incentive Award Plan for purposes of awards granted following the closing of the TiVo Acquisition . The Company also grants performance-based restricted stock units to certain of its senior officers for three -year performance periods. Vesting in the performance-based restricted stock units may subject to either performance conditions or market conditions as well as a three -year service period. Depending on the level of achievement, the maximum number of shares that could be issued on vesting could be up to 200% of the target number of performance-based restricted stock units granted. For awards subject to a market 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 based on changes in the level of achievement of a relative Total Shareholder Return metric. For awards subject to performance conditions, the fair value per award is fixed at the grant date; however, the amount of compensation expense is adjusted throughout the performance period based on the probability of achievement of a target revenue compound annual growth rate and a target Adjusted EBITDA (defined in Note 14) margin, with compensation expense based on the number of shares ultimately issued. Employee Stock Purchase Plan The Company’s 2008 Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six -month purchase periods within a twenty-four month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of the Company’s common stock at either the beginning of the offering period or the end of the purchase period. As of June 30, 2017 , the Company had 6.4 million shares of common stock reserved and available for issuance under the ESPP. Valuation Techniques and Assumptions The Company uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of stock options and ESPP shares. The fair value of stock options and ESPP shares is estimated on the grant date using complex and subjective inputs, such as the expected volatility of the Company's common stock over the expected term of the award and projected employee exercise behavior. For restricted awards subject to service or performance conditions granted prior to February 14, 2017, fair value was estimated as the price of the Company's common stock at the close of trading on the date of grant. As restricted awards subject to service or performance conditions granted after February 14, 2017 are not dividend-protected, fair value is estimated as the price of the Company's common stock at the close of trading on the date of grant, less the present value of dividends expected to be paid during the vesting period. A Monte Carlo simulation is used to estimate the fair value of restricted stock units subject to market conditions. Assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options: Expected volatility N/A N/A N/A 55.7 % Expected term N/A N/A N/A 4.1 years Risk-free interest rate N/A N/A N/A 1.2 % Expected dividend yield N/A N/A N/A 0.0 % ESPP shares: Expected volatility N/A N/A 41.7 % 60.9 % Expected term N/A N/A 1.3 years 1.3 years Risk-free interest rate N/A N/A 1.0 % 0.6 % Expected dividend yield N/A N/A 0.0 % 0.0 % Restricted stock units subject to market conditions: Expected volatility N/A N/A N/A 55.9 % Expected term N/A N/A N/A 3.0 years Risk-free interest rate N/A N/A N/A 1.0 % Expected dividend yield N/A N/A N/A 0.0 % Expected volatility is estimated using a combination of historical volatility and implied volatility derived from publicly-traded options on the Company's common stock. When historical data is available and relevant, the expected term of the award is estimated by calculating the average term from historical experience. When there is insufficient historical data to provide a reasonable basis on which to estimate the expected term, the Company uses an average of the vesting period and the contractual term of the award to estimate the expected term of the award. The risk-free interest rate is the yield on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the award at the grant date. For awards granted prior to February 14, 2017, the Company assumed an expected dividend yield of zero as it had not historically paid a dividend. For awards granted subsequent to February 14, 2017, the Company assumed a constant dividend yield commensurate with dividend yield at the grant date. The number of awards expected to vest during the requisite service period is estimated at the time of grant using historical data and equity-based compensation is only recognized for awards for which the requisite service is expected to be rendered. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recorded as a cumulative effect adjustment in the period estimates are revised. The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options N/A N/A N/A $ 10.30 ESPP shares N/A N/A $ 5.92 $ 7.62 Restricted awards $ 16.82 $ 17.41 $ 17.69 $ 23.73 Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 11,749 $ 9,917 $ 25,774 $ 18,355 Pre-tax equity-based compensation, included in restructuring expense $ 573 $ — $ 1,918 $ — As of June 30, 2017 , there was $56.1 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 2.0 years . Equity-Based Compensation Award Activity Activity related to the Company's restricted awards for the six months ended June 30, 2017 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 5,162 $ 21.80 Granted 402 $ 17.69 Vested (1,940 ) $ 20.38 Forfeited (257 ) $ 20.39 Outstanding at end of period 3,367 $ 20.32 As of June 30, 2017 , 2.5 million restricted stock units were unvested, which includes 0.4 million performance-based restricted stock units. As of June 30, 2017 , 0.8 million shares of restricted stock were unvested. The aggregate fair value of restricted awards vested during the three months ended June 30, 2017 and 2016 was $4.4 million and $1.2 million , respectively. The aggregate fair value of restricted awards vested during the six months ended June 30, 2017 and 2016 was $36.5 million and $21.4 million , respectively. Activity under the Company's stock option plans for the six months ended June 30, 2017 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding at beginning of period 3,938 $ 28.21 Exercised (450 ) $ 14.49 Forfeited and canceled (881 ) $ 37.76 Outstanding at end of period 2,607 $ 27.35 2.9 years $ 323 Vested and expected to vest at June 30, 2017 2,562 $ 27.43 2.8 years $ 321 Exercisable at June 30, 2017 2,112 $ 28.31 2.4 years $ 296 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 TiVo's closing stock price on the last trading day of the period and the exercise price of the option, multiplied by the number of in-the-money options. The aggregate intrinsic value of stock options exercised is the difference between the market price of the shares at the time of exercise and the exercise price of the stock option multiplied by the number of stock options exercised. The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2017 was $0.6 million . The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2016 was immaterial. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2017 and 2016 was $2.0 million and $0.6 million , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Due to the fact that the Company has significant net operating loss carryforwards and has recorded a valuation allowance against a significant portion of its deferred tax assets, foreign withholding taxes are the primary driver of Income tax expense . Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Foreign withholding tax $ 2,803 $ 2,737 $ 7,011 $ 6,444 State income tax 569 (271 ) 1,135 122 Foreign income tax 181 192 744 837 Release of deferred tax asset valuation allowance — — (152 ) — Change in net deferred tax liabilities 363 461 681 921 Change in unrecognized tax benefits (8 ) 87 56 296 Income tax expense $ 3,908 $ 3,206 $ 9,475 $ 8,620 The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign tax audits. The Company regularly assesses potential outcomes of these audits in order to determine the appropriateness of its tax provision. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable and there can be no assurance that the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Condensed Consolidated Financial Statements . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reportable segments are identified based on the Company's organizational structure and information reviewed by the Company’s chief operating decision maker ("CODM") to evaluate performance and allocate resources. The Company's operations are organized into two reportable segments for financial reporting purposes: Intellectual Property Licensing and Product . The Intellectual Property Licensing segment consists primarily of licensing the Company's patent portfolio to U.S. and international pay-television providers (directly and through their suppliers), mobile device manufacturers, consumer electronics ("CE") manufacturers and over-the-top ("OTT") video providers. The Product segment consists primarily of licensing Company-developed IPG products and services to multi-channel video service providers and CE manufacturers, in-guide advertising revenue, data analytics revenue and revenue from licensing the TiVo service, licensing metadata and selling TiVo-enabled devices. The Product segment also includes sales of legacy Analog Content Protection, VCR Plus+ and media recognition products. During the first quarter of 2017, the Company reorganized the presentation of revenue within its Intellectual Property Licensing segment to US Pay TV Providers and Other to better portray its growth strategy. Revenue from US Pay TV Providers includes direct and indirect licensing of multi-channel linear video programming regardless of the particular distribution technology (e.g., cable, satellite or the internet). Specifically, this includes licensing to traditional Pay TV providers and internet-based Pay TV providers based in the U.S. Other revenue includes licensing international Pay TV providers, mobile device manufacturers, CE manufacturers and on-demand OTT video providers. Revenue within the Intellectual Property Licensing segment for prior periods has been reclassified to conform to the current presentation. Segment results are derived from the Company's internal management reporting system. The accounting policies used to derive segment results are substantially the same as those used by the consolidated company. Intersegment revenues and expenses have been eliminated from segment financial information as transactions between reportable segments are excluded from the measure of segment profitability reviewed by the CODM. In addition, certain costs are not allocated to the segments as they are considered Corporate costs. Corporate costs primarily include general and administrative costs such as corporate management, finance, legal and human resources. The CODM uses an Adjusted EBITDA (as defined below) measure to evaluate the performance of, and allocate resources to, the segments. Segment balance sheets are not used by the CODM to allocate resources or assess performance. Segment results were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Intellectual Property Licensing US Pay TV Providers $ 68,733 $ 43,567 $ 132,077 $ 76,877 Other 35,462 24,152 62,839 47,102 Revenues, net 104,195 67,719 194,916 123,979 Adjusted Operating Expenses (1) 20,817 17,697 45,004 31,854 Adjusted EBITDA (2) 83,378 50,022 149,912 92,125 Product Platform Solutions 82,971 36,595 171,154 72,079 Software and Services 19,752 19,482 45,021 39,869 Other 1,640 1,449 3,231 7,702 Revenues, net 104,363 57,526 219,406 119,650 Adjusted Operating Expenses (1) 92,011 44,503 189,007 91,150 Adjusted EBITDA (2) 12,352 13,023 30,399 28,500 Corporate: Adjusted Operating Expenses (1) 14,876 12,209 31,233 24,255 Adjusted EBITDA (2) (14,876 ) (12,209 ) (31,233 ) (24,255 ) Consolidated: Total Revenues, net 208,558 125,245 414,322 243,629 Adjusted Operating Expenses (1) 127,704 74,409 265,244 147,259 Adjusted EBITDA (2) 80,854 50,836 149,078 96,370 Depreciation 5,382 4,325 10,854 8,559 Amortization of intangible assets 41,678 19,030 83,378 38,162 Restructuring and asset impairment charges 9,374 — 13,913 2,333 Equity-based compensation 11,749 9,917 25,774 18,355 Transaction, transition and integration costs 5,108 6,043 12,307 6,043 Earnout amortization and settlement 959 1,189 1,917 1,189 Change in contingent consideration liability 398 — 74 — Gain on settlement of acquired receivable (2,537 ) — (2,537 ) — Change in franchise tax reserve — 154 — 154 Operating income 8,743 10,178 3,398 21,575 Interest expense (10,573 ) (10,859 ) (20,837 ) (21,390 ) Interest income and other, net 2,823 (14 ) 2,760 (31 ) Loss on interest rate swaps (1,856 ) (5,507 ) (1,335 ) (18,594 ) Loss on debt extinguishment — — (108 ) — Loss on debt modification — — (929 ) — Litigation settlement — — (12,906 ) — Loss before income taxes $ (863 ) $ (6,202 ) $ (29,957 ) $ (18,440 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs, gain on settlement of acquired receivable, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, changes in contingent consideration and changes in franchise tax reserves. (2) Adjusted EBITDA is defined as operating income excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs, gain on settlement of acquired receivable, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, changes in contingent consideration and changes in franchise tax reserves. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On August 2, 2017 , TiVo Corporation 's Board of Directors declared a cash dividend of $0.18 per share, payable on September 21, 2017 , to stockholders of record on September 7, 2017 . |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business On April 28, 2016 , Rovi Corporation (" Rovi ") and TiVo Inc. (renamed TiVo Solutions Inc. (" TiVo Solutions ")) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for Rovi to acquire TiVo Solutions in a cash and stock transaction (the " TiVo Acquisition "). Following consummation of the TiVo Acquisition on September 7, 2016 (the " TiVo Acquisition Date "), TiVo Corporation (the "Company"), a Delaware corporation founded in April 2016 as Titan Technologies Corporation and then a wholly-owned subsidiary of Rovi , owns both Rovi and TiVo Solutions . The common stocks of Rovi and TiVo Solutions were de-registered after completion of the TiVo Acquisition . The Company is a global leader in media and entertainment products that power consumer entertainment experiences and enable its customers to deepen and further monetize their audience relationships. The Company provides a broad set of intellectual property, cloud-based services and set-top box solutions that enable people to find and enjoy online video, television, movies and music entertainment, including content discovery through device embedded and cloud-based interactive program guides (“IPGs”), digital video recorders ("DVRs"), natural language voice and text search, cloud-based recommendations services and our extensive entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company's integrated platform includes software and cloud-based services that provide an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand ("VOD") and over-the-top ("OTT") content into one intuitive user interface with simple universal search, discovery, viewing and recording, to create a unified viewing experience. The Company distributes its products through service provider relationships, integrated into third party devices and directly to retail consumers. The Company also offers data analytics solutions, including advertising and programming promotion optimizers, which enable advanced audience targeting in linear television advertising. Solutions are sold globally to cable, satellite, consumer electronics, entertainment, media and online distribution companies, and, in the United States, we sell a suite of DVR and whole home media products and services directly to retail consumers. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Rovi is the predecessor registrant to TiVo Corporation and therefore, for periods prior to the TiVo Acquisition Date , the Condensed Consolidated Financial Statements reflect the financial position, results of operations and cash flows of Rovi . As used herein, the “Company” refers to Rovi when referring to periods prior to and including the TiVo Acquisition Date and to TiVo Corporation when referring to periods subsequent to the TiVo Acquisition Date . The Company’s results of operations include the operations of TiVo Solutions after the TiVo Acquisition Date . See Note 2 for additional information on the TiVo Acquisition . The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto and other disclosures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2017 , for any future year, or for any other future interim period. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of TiVo Corporation and subsidiaries and affiliates in which the Company has a controlling financial interest after the elimination of intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Recently Adopted In January 2017, the Financial Accounting Standards ("FASB") simplified the goodwill impairment test by eliminating its second step. Pursuant to the simplified test, an entity performs its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company elected to early adopt the simplified test. Application of this guidance on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . In March 2016, the FASB simplified certain areas of accounting for stock-based compensation, including accounting for the income tax consequences of stock-based compensation, determining the classification of awards as either equity or liabilities, presenting certain items within the statement of cash flows and introducing an accounting policy election to account for forfeitures of nonvested awards as they occur. Application of this guidance on January 1, 2017 increased the Company's deferred tax assets and the related valuation allowance by $70.1 million , resulting in no material effect on the Condensed Consolidated Financial Statements . On adoption, the Company did not change its accounting policy of estimating forfeitures for nonvested awards subject to service conditions. In March 2016, the FASB clarified the assessment of whether contingent options that can accelerate the payment of principal on debt instruments requires bifurcation as an embedded derivative. The amendments require a contingent option embedded in a debt instrument to be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. Application of the clarified guidance on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . In July 2015, the FASB changed the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value for entities that do not use the last-in, first-out ("LIFO") or retail inventory method. The changes also eliminated the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory for entities that do not use the LIFO or retail inventory method. Application of the changed measurement principle for inventory on January 1, 2017 did not have an effect on the Condensed Consolidated Financial Statements . Standards Pending Adoption In March 2017, the FASB shortened the amortization period for certain callable debt securities held at a premium to the earliest call date. Application of the shortened amortization period is effective for the Company in the first quarter of 2019 on a modified retrospective basis, with early application permitted. The Company does not expect application of the shortened amortization period to have a material effect on its Condensed Consolidated Financial Statements . In January 2017, the FASB clarified the definition of a business. The clarified guidance provides a more defined framework to use in determining when a set of assets and activities constitute a business. The clarified definition is effective for the Company in the first quarter of 2018 on a prospective basis, with early application permitted. The Company does not expect application of the clarified definition of a business to have a material effect on its Condensed Consolidated Financial Statements . In October 2016, the FASB amended its guidance on the tax effects of intra-entity transfers of assets other than inventory. The amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for the Company in the first quarter of 2018 and is required to be applied on a modified retrospective basis. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In August 2016, the FASB issued clarifying guidance on the presentation of eight specific cash flow issues for which previous guidance was either unclear or not specific. The clarified guidance is effective for the Company in the first quarter of 2018 and is required to be applied on a retrospective basis. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectibility. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost basis of the financial instrument. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments for credit-related losses through an allowance and eliminating the length of time a security has been in an unrealized loss position as a consideration in the determination of whether a credit loss exists. The guidance is effective for the Company in the first quarter of 2020, and is effective using a modified retrospective approach for application of the current expected credit loss model to financial instruments and a prospective approach for credit losses on available-for-sale debt securities. Early application is permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In March 2016, the FASB provided guidance on the derecognition of prepaid stored-value product liabilities, such as gift cards. The guidance is effective for the Company in the first quarter of 2018 and may be applied using a full retrospective or modified retrospective approach, with early adoption permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements . In February 2016, the FASB issued a new accounting standard for leases. The new standard generally requires the recognition of financing and operating lease liabilities and corresponding right-of-use assets on the balance sheet. For financing leases, a lessee recognizes amortization of the right-of-use asset as an operating expense over the lease term separately from interest on the lease liability. For operating leases, a lessee recognizes its total lease expense as an operating expense over the lease term. The amendments are effective for the Company in the first quarter of 2019 using a modified retrospective approach, with early application permitted. The Company is evaluating the effect of application on its Condensed Consolidated Financial Statements and expects that its existing operating lease commitments will be recognized as operating lease liabilities and right-of-use assets. In May 2014, the FASB issued an amended accounting standard for revenue recognition. The amendments address how revenue is recognized in order to improve comparability between the financial statements of companies applying U.S. GAAP and International Financial Reporting Standards. The core principle of the amended revenue standard is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the amended revenue recognition standard provides guidance related to the capitalization and amortization of the incremental costs of obtaining a contract. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The amendments are effective for the Company in the first quarter of 2018 and may be applied using a full retrospective or modified retrospective approach. The Company expects to initially apply the amendments in the first quarter of 2018 and is evaluating the effect the amendments and transition alternatives will have on its Condensed Consolidated Financial Statements . While the Company has not finalized its evaluation of the effect that the amended revenue recognition standard will have on its Condensed Consolidated Financial Statements , the Company expects that revenue from both its fixed-fee and per-unit intellectual property licensees may be materially impacted. Under the amended revenue recognition standard, the Company may be required to recognize a substantial portion of license fees under a fixed-fee intellectual property license agreement at inception of the agreement, as opposed to recognizing the license fees ratably over the license term, which is its practice in accordance with existing U.S. GAAP. This could impact revenue recognition for all fixed-fee intellectual property license agreements, including certain fixed-fee agreements that license the Company's existing intellectual property portfolio and intellectual property that is added to the Company's portfolio during the term of the license. In addition, in accordance with existing U.S. GAAP, the Company currently recognizes revenue from per-unit royalty licenses with consumer electronic manufacturers and third party IPG providers in the period the licensee reports its sales, which is generally in the quarter after the underlying sales by the licensee occurred. On adoption of the amended revenue recognition standard, per-unit royalties are recognized as revenue during the period in which the licensee's sales are estimated to have occurred, which results in an adjustment to revenue when actual amounts are subsequently reported by the Company's licensees. In addition, some deferred revenue recognized in accordance with existing U.S. GAAP could be eliminated as part of the effect of adoption. In accordance with existing U.S. GAAP, cost deferrals related to obtaining a contract are minimal; however, under the amended revenue recognition standard, the deferral of incremental costs to obtain a contract are expected to be more significant and may be amortized over period of time commensurate with the period of benefit which may exceed the contract term. The Company is currently assessing the types and amounts of costs that may be eligible for deferral under the amended revenue recognition standard, and the associated amortization period. The Company has not selected a transition approach. |
Fair Value Hierarchy | Fair Value Hierarchy The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs. Level 3. Unobservable inputs for the asset or liability. |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Customers and Concentration of Customers | Customers representing 10% or more of Total Revenues, net were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 AT&T Inc. ("AT&T") 14 % 13 % 14 % 13 % Substantially all of the Company's revenue from AT&T is reported in the Intellectual Property Licensing segment. Customers representing 10% or more of Accounts receivable, net were as follows. June 30, 2017 December 31, 2016 AT&T 13 % 15 % DISH Network L.L.C ("DISH") 13 % (1) Virgin Media Inc. (1) 13 % (1) Customer represented less than 10% of Accounts receivable, net . |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | Changes to the purchase price allocation for the period from December 31, 2016 to June 30, 2017 were as follows (in thousands): December 31, 2016 Adjustments June 30, 2017 Goodwill $ 468,330 $ 1,357 $ 469,687 Accounts payable and accrued expenses and other long-term liabilities (73,456 ) (1,200 ) (74,656 ) Deferred tax liabilities, net (97,305 ) (157 ) (97,462 ) Total merger consideration 1,129,726 — 1,129,726 |
Pro Forma Information | The following unaudited pro forma financial information (in thousands, except per share amounts) has been adjusted to give effect to the TiVo Acquisition as if it were consummated on January 1, 2015. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information is not intended to represent or be indicative of the results of operations that would have been reported had the TiVo Acquisition occurred on January 1, 2015 and should not be taken as representative of future results of operations of the combined company. Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Total Revenues, net $ 204,719 $ 408,161 Net loss $ (24,978 ) $ (83,194 ) Basic loss per share $ (0.22 ) $ (0.72 ) Diluted loss per share $ (0.22 ) $ (0.72 ) |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net (in thousands): June 30, 2017 December 31, 2016 Accounts receivable, gross $ 187,415 $ 149,105 Less: Allowance for doubtful accounts (2,545 ) (1,963 ) Accounts receivable, net $ 184,870 $ 147,142 |
Schedule of Inventory | Inventory (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 3,665 $ 1,595 Finished goods 7,254 11,591 Inventory $ 10,919 $ 13,186 |
Property and Equipment, Net | Property and equipment, net (in thousands): June 30, 2017 December 31, 2016 Computer software and equipment $ 145,286 $ 136,776 Leasehold improvements 26,813 26,201 Furniture and fixtures 7,018 6,627 Property and equipment, gross 179,117 169,604 Less: Accumulated depreciation and amortization (138,819 ) (121,232 ) Property and equipment, net $ 40,298 $ 48,372 |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses (in thousands): June 30, 2017 December 31, 2016 Accounts payable $ 11,107 $ 29,218 Accrued compensation and benefits 32,160 54,571 Accrual for merger consideration — 78,981 Other accrued liabilities 77,622 63,681 Accounts payable and accrued expenses $ 120,889 $ 226,451 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Available-For-Sale And Other Investment Securities | The amortized cost and fair value of cash, cash equivalents and marketable securities by significant investment category were as follows (in thousands): June 30, 2017 Amortized Cost Unrealized Unrealized Fair Value Cash $ 31,211 $ — $ — $ 31,211 Cash equivalents - Money market funds 58,684 — — 58,684 Cash and cash equivalents $ 89,895 $ — $ — $ 89,895 Auction rate securities $ 10,800 $ — $ (216 ) $ 10,584 Corporate debt securities 101,147 5 (133 ) 101,019 Foreign government obligations 2,247 — (4 ) 2,243 U.S. Treasuries / Agencies 112,808 1 (301 ) 112,508 Marketable securities $ 227,002 $ 6 $ (654 ) $ 226,354 Cash, cash equivalents and marketable securities $ 316,249 December 31, 2016 Amortized Cost Unrealized Unrealized Fair Value Cash $ 50,969 $ — $ — $ 50,969 Cash equivalents - Money market funds 141,658 — — 141,658 Cash and cash equivalents $ 192,627 $ — $ — $ 192,627 Auction rate securities $ 10,800 $ — $ (432 ) $ 10,368 Corporate debt securities 106,128 8 (215 ) 105,921 Foreign government obligations 2,246 — (8 ) 2,238 U.S. Treasuries / Agencies 127,734 14 (262 ) 127,486 Marketable securities $ 246,908 $ 22 $ (917 ) $ 246,013 Cash, cash equivalents and marketable securities $ 438,640 |
Available-For-Sale Debt Investments At Fair Value | As of June 30, 2017 , the amortized cost and fair value of marketable securities, by contractual maturity, were as follows (in thousands): Amortized Cost Fair Value Due in less than 1 year $ 123,750 $ 123,576 Due in 1-2 years 92,452 92,194 Due in more than 2 years 10,800 10,584 Total $ 227,002 $ 226,354 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis | Assets and liabilities reported at fair value on a recurring basis in the Condensed Consolidated Balance Sheets were classified in the fair value hierarchy as follows (in thousands): June 30, 2017 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 58,684 $ 58,684 $ — $ — Short-term marketable securities Corporate debt securities 72,596 — 72,596 — Foreign government obligations 2,243 — 2,243 — U.S. Treasuries / Agencies 48,737 — 48,737 — Long-term marketable securities Auction rate securities 10,584 — — 10,584 Corporate debt securities 28,423 — 28,423 — U.S. Treasuries / Agencies 63,771 — 63,771 — Total Assets $ 285,038 $ 58,684 $ 215,770 $ 10,584 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (2,604 ) $ — $ — $ (2,604 ) Other long-term liabilities Cubiware contingent consideration (3,111 ) — — (3,111 ) Interest rate swaps (16,751 ) — (16,751 ) — Total Liabilities $ (22,466 ) $ — $ (16,751 ) $ (5,715 ) December 31, 2016 Total Quoted Prices in Significant Other Significant Assets Cash and cash equivalents Money market funds $ 141,658 $ 141,658 $ — $ — Short-term marketable securities Corporate debt securities 76,568 — 76,568 — U.S. Treasuries / Agencies 40,516 — 40,516 — Long-term marketable securities Auction rate securities 10,368 — — 10,368 Corporate debt securities 29,353 — 29,353 — Foreign government obligations 2,238 — 2,238 — U.S. Treasuries / Agencies 86,970 — 86,970 — Total Assets $ 387,671 $ 141,658 $ 235,645 $ 10,368 Liabilities Accounts payable and accrued expenses Cubiware contingent consideration $ (1,988 ) $ — $ — $ (1,988 ) Interest rate swaps (648 ) — (648 ) — Other long-term liabilities Cubiware contingent consideration (3,285 ) — — (3,285 ) Interest rate swaps (19,303 ) — (19,303 ) — Total Liabilities $ (25,224 ) $ — $ (19,951 ) $ (5,273 ) |
Summary Of Level 3 Auction Rate Securities | Changes in the fair value of assets and liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands): Three Months Ended June 30, 2017 2016 Auction rate securities Cubiware contingent consideration Auction rate securities Balance at beginning of period $ 10,476 $ (5,104 ) $ 10,152 Loss included in earnings — (611 ) — Unrealized gains included in other comprehensive income 108 — 108 Balance at end of period $ 10,584 $ (5,715 ) $ 10,260 Six Months Ended June 30, 2017 2016 Auction rate securities Cubiware contingent consideration Auction rate securities Balance at beginning of period $ 10,368 $ (5,273 ) $ 10,260 Loss included in earnings — (442 ) — Unrealized gains included in other comprehensive income 216 — — Balance at end of period $ 10,584 $ (5,715 ) $ 10,260 |
Outstanding Debt Fair Value | The carrying amount and fair value of debt issued or assumed by the Company were as follows (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) 2020 Convertible Notes $ 304,614 $ 340,472 $ 297,646 $ 349,140 2021 Convertible Notes 48 48 48 48 Term Loan Facility B 674,206 679,849 677,038 686,766 Total Long-term debt $ 978,868 $ 1,020,369 $ 974,732 $ 1,035,954 (1) The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considers the nonperformance risk of the Company. If reported at fair value in the Condensed Consolidated Balance Sheets , debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy. |
Goodwill And Intangible Asset28
Goodwill And Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | Goodwill allocated to the reportable segments and changes in the carrying amount of goodwill were as follows (in thousands): Intellectual Property Licensing Product Total December 31, 2016 $ 1,291,120 $ 520,998 $ 1,812,118 TiVo Acquisition 309 1,048 1,357 Foreign currency translation — 201 201 June 30, 2017 $ 1,291,429 $ 522,247 $ 1,813,676 |
Summary of Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, 2017 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,034,032 $ (631,625 ) $ 402,407 Existing contracts and customer relationships 402,847 (101,759 ) 301,088 Content databases and other 59,640 (50,187 ) 9,453 Trademarks / Tradenames 8,300 (8,300 ) — Total Finite-lived 1,504,819 (791,871 ) 712,948 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,518,819 $ (791,871 ) $ 726,948 December 31, 2016 Gross Accumulated Net Finite-lived intangible assets Developed technology and patents $ 1,031,280 $ (586,800 ) $ 444,480 Existing contracts and customer relationships 402,143 (64,123 ) 338,020 Content databases and other 59,390 (49,052 ) 10,338 Trademarks / Tradenames 8,300 (8,300 ) — Total Finite-lived 1,501,113 (708,275 ) 792,838 Indefinite-lived intangible assets TiVo Tradename 14,000 — 14,000 Total intangible assets $ 1,515,113 $ (708,275 ) $ 806,838 |
Estimated Amortization Expense In Future Periods | As of June 30, 2017 , future estimated amortization expense for finite-lived intangible assets was as follows (in thousands): Remainder of 2017 $ 83,231 2018 147,393 2019 109,956 2020 109,132 2021 66,323 Thereafter 196,913 Total $ 712,948 |
Restructuring and Asset Impai29
Restructuring and Asset Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Components of Restructuring and asset impairment charges were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Future minimum lease payments, net $ 446 $ — $ 1,207 $ 214 Severance costs 1,614 — 4,043 388 Share-based payments 573 — 1,918 — Contract termination costs — — 4 1,279 Asset impairment 6,741 — 6,741 452 Restructuring and asset impairment charges $ 9,374 $ — $ 13,913 $ 2,333 Accrued restructuring costs were as follows (in thousands): June 30, 2017 December 31, 2016 Future minimum lease payments, net $ 1,245 $ 758 Severance costs 2,321 3,796 Contract termination costs 78 183 Accrued restructuring costs $ 3,644 $ 4,737 |
Restructuring Activities Related to Tivo Corporation Plan | Restructuring activities related to the TiVo Integration Restructuring Plan for the six months ended June 30, 2017 were as follows (in thousands): December 31, 2016 Restructuring Expense Cash Settlements Non-Cash Settlements Other June 30, 2017 Future minimum lease payments, net $ 224 $ 380 $ (233 ) $ — $ (158 ) $ 213 Severance costs 3,504 4,193 (5,484 ) — (28 ) 2,185 Share-based payments — 1,918 — (1,918 ) — — Contract termination costs 63 4 (67 ) — — — Asset impairment — 6,741 — (6,741 ) — — Total $ 3,791 $ 13,236 $ (5,784 ) $ (8,659 ) $ (186 ) $ 2,398 |
Debt and Interest Rate Swaps (T
Debt and Interest Rate Swaps (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument [Line Items] | |
Carrying Value and Par Value of Debt | A summary of the Company's financing arrangements was as follows (dollars in thousands): June 30, 2017 December 31, 2016 Stated Interest Rate Issue Date Maturity Date Outstanding Principal Carrying Amount Outstanding Principal Carrying Amount 2020 Convertible Notes 0.500% March 4, 2015 March 1, 2020 $ 345,000 $ 304,614 $ 345,000 $ 297,646 2021 Convertible Notes 2.000% September 22, 2014 October 1, 2021 48 48 48 48 Term Loan Facility B Variable July 2, 2014 July 2, 2021 679,000 674,206 682,500 677,038 Total Long-term debt $ 1,024,048 978,868 $ 1,027,548 974,732 Less: Current portion of long-term debt 7,000 7,000 Long-term debt, less current portion $ 971,868 $ 967,732 |
Schedule of Maturities of Long-term Debt | As of June 30, 2017 , aggregate expected future principal payments on long-term debt, including the current portion of long-term debt, were as follows (in thousands): Remainder of 2017 $ 3,500 2018 7,000 2019 (1) 352,000 2020 7,000 2021 654,548 Total $ 1,024,048 (1) While the 2020 Convertible Notes are scheduled to mature on March 1, 2020, future principal payments are presented based on the date the 2020 Convertible Notes can be freely converted by holders, which is December 1, 2019 . However, the 2020 Convertible Notes may be converted by holders prior to December 1, 2019 in certain circumstances. |
Summary of Interest Rate Swaps | Details of the Company's interest rate swaps as of June 30, 2017 and December 31, 2016 were as follows (dollars in thousands): Notional Contract Inception Contract Effective Date Contract Maturity June 30, 2017 December 31, 2016 Interest Rate Paid Interest Rate Received Senior Secured Credit Facility May 2012 April 2014 March 2017 $ — $ 215,000 (1) One month USD-LIBOR June 2013 January 2016 March 2019 $ 250,000 $ 250,000 2.23% One month USD-LIBOR September 2014 January 2016 July 2021 $ 125,000 $ 125,000 2.66% One month USD-LIBOR September 2014 March 2017 July 2021 $ 200,000 $ 200,000 2.93% One month USD-LIBOR (1) The Company paid a fixed interest rate which gradually increased from 0.65% for the three-month settlement period ended in June 2014 to 2.11% for the settlement period ended in March 2017 . |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Convertible Debt | Related to the 2020 Convertible Notes , the Condensed Consolidated Balance Sheets included the following (in thousands): June 30, 2017 December 31, 2016 Liability component Principal outstanding $ 345,000 $ 345,000 Less: Unamortized debt discount (35,895 ) (42,144 ) Less: Unamortized debt issuance costs (4,491 ) (5,210 ) Carrying amount $ 304,614 $ 297,646 Equity component $ 63,854 $ 63,854 |
Components of Interest Expense | Components of interest expense related to the 2020 Convertible Notes included in the Condensed Consolidated Statements of Operations were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stated interest $ 431 $ 431 $ 863 $ 863 Amortization of debt discount 3,143 3,000 6,249 5,965 Amortization of debt issuance costs 364 329 719 650 Total interest expense $ 3,938 $ 3,760 $ 7,831 $ 7,478 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The number of shares used to calculate Basic EPS and Diluted EPS were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Weighted average shares used in computing basic per share amounts 120,209 82,110 119,515 81,742 Dilutive effect of equity-based compensation awards — — — — Weighted average shares used in computing diluted per share amounts 120,209 82,110 119,515 81,742 |
Weighted Average Potential Anti-Dilutive Common Shares | Weighted average potential shares excluded from the calculation of Diluted EPS as their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options 2,812 3,501 3,233 3,579 Restricted awards 3,440 2,246 4,048 2,523 2020 Convertible Notes (1) 12,171 11,936 12,171 11,936 2021 Convertible Notes (1) 1 — 1 — Warrants related to 2020 Convertible Notes (1) 11,936 11,936 11,936 11,936 Weighted average potential shares excluded from the calculation of Diluted EPS 30,360 29,619 31,389 29,974 (1) See Note 9 for additional details. |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used To Value Equity-Based Payments | Assumptions used to estimate the fair value of equity-based compensation awards granted during the period were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options: Expected volatility N/A N/A N/A 55.7 % Expected term N/A N/A N/A 4.1 years Risk-free interest rate N/A N/A N/A 1.2 % Expected dividend yield N/A N/A N/A 0.0 % ESPP shares: Expected volatility N/A N/A 41.7 % 60.9 % Expected term N/A N/A 1.3 years 1.3 years Risk-free interest rate N/A N/A 1.0 % 0.6 % Expected dividend yield N/A N/A 0.0 % 0.0 % Restricted stock units subject to market conditions: Expected volatility N/A N/A N/A 55.9 % Expected term N/A N/A N/A 3.0 years Risk-free interest rate N/A N/A N/A 1.0 % Expected dividend yield N/A N/A N/A 0.0 % |
Weighted Average Fair Value Per Share Of Equity-Based Awards | The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) was as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options N/A N/A N/A $ 10.30 ESPP shares N/A N/A $ 5.92 $ 7.62 Restricted awards $ 16.82 $ 17.41 $ 17.69 $ 23.73 Pre-tax equity-based compensation, excluding amounts included in restructuring expense $ 11,749 $ 9,917 $ 25,774 $ 18,355 Pre-tax equity-based compensation, included in restructuring expense $ 573 $ — $ 1,918 $ — |
Restricted Awards Activity | Activity related to the Company's restricted awards for the six months ended June 30, 2017 was as follows: Restricted Awards (In Thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 5,162 $ 21.80 Granted 402 $ 17.69 Vested (1,940 ) $ 20.38 Forfeited (257 ) $ 20.39 Outstanding at end of period 3,367 $ 20.32 |
Schedule of Stock Option Activity | Activity under the Company's stock option plans for the six months ended June 30, 2017 was as follows: Options (In Thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (In Thousands) Outstanding at beginning of period 3,938 $ 28.21 Exercised (450 ) $ 14.49 Forfeited and canceled (881 ) $ 37.76 Outstanding at end of period 2,607 $ 27.35 2.9 years $ 323 Vested and expected to vest at June 30, 2017 2,562 $ 27.43 2.8 years $ 321 Exercisable at June 30, 2017 2,112 $ 28.31 2.4 years $ 296 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) | Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Foreign withholding tax $ 2,803 $ 2,737 $ 7,011 $ 6,444 State income tax 569 (271 ) 1,135 122 Foreign income tax 181 192 744 837 Release of deferred tax asset valuation allowance — — (152 ) — Change in net deferred tax liabilities 363 461 681 921 Change in unrecognized tax benefits (8 ) 87 56 296 Income tax expense $ 3,908 $ 3,206 $ 9,475 $ 8,620 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Segment results were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Intellectual Property Licensing US Pay TV Providers $ 68,733 $ 43,567 $ 132,077 $ 76,877 Other 35,462 24,152 62,839 47,102 Revenues, net 104,195 67,719 194,916 123,979 Adjusted Operating Expenses (1) 20,817 17,697 45,004 31,854 Adjusted EBITDA (2) 83,378 50,022 149,912 92,125 Product Platform Solutions 82,971 36,595 171,154 72,079 Software and Services 19,752 19,482 45,021 39,869 Other 1,640 1,449 3,231 7,702 Revenues, net 104,363 57,526 219,406 119,650 Adjusted Operating Expenses (1) 92,011 44,503 189,007 91,150 Adjusted EBITDA (2) 12,352 13,023 30,399 28,500 Corporate: Adjusted Operating Expenses (1) 14,876 12,209 31,233 24,255 Adjusted EBITDA (2) (14,876 ) (12,209 ) (31,233 ) (24,255 ) Consolidated: Total Revenues, net 208,558 125,245 414,322 243,629 Adjusted Operating Expenses (1) 127,704 74,409 265,244 147,259 Adjusted EBITDA (2) 80,854 50,836 149,078 96,370 Depreciation 5,382 4,325 10,854 8,559 Amortization of intangible assets 41,678 19,030 83,378 38,162 Restructuring and asset impairment charges 9,374 — 13,913 2,333 Equity-based compensation 11,749 9,917 25,774 18,355 Transaction, transition and integration costs 5,108 6,043 12,307 6,043 Earnout amortization and settlement 959 1,189 1,917 1,189 Change in contingent consideration liability 398 — 74 — Gain on settlement of acquired receivable (2,537 ) — (2,537 ) — Change in franchise tax reserve — 154 — 154 Operating income 8,743 10,178 3,398 21,575 Interest expense (10,573 ) (10,859 ) (20,837 ) (21,390 ) Interest income and other, net 2,823 (14 ) 2,760 (31 ) Loss on interest rate swaps (1,856 ) (5,507 ) (1,335 ) (18,594 ) Loss on debt extinguishment — — (108 ) — Loss on debt modification — — (929 ) — Litigation settlement — — (12,906 ) — Loss before income taxes $ (863 ) $ (6,202 ) $ (29,957 ) $ (18,440 ) (1) Adjusted Operating Expenses is defined as operating expenses excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs, gain on settlement of acquired receivable, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, changes in contingent consideration and changes in franchise tax reserves. (2) Adjusted EBITDA is defined as operating income excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs, gain on settlement of acquired receivable, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, changes in contingent consideration and changes in franchise tax reserves. |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jan. 01, 2017 | |
Accounting Standards Update 2016-09 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Deferred tax assets | $ 70.1 | |||||
Valuation allowance | $ 70.1 | |||||
Customer Concentration Risk [Member] | AT&T Inc. [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 14.00% | 13.00% | 14.00% | 13.00% | ||
Customer Concentration Risk [Member] | AT&T Inc. [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 13.00% | 15.00% | ||||
Customer Concentration Risk [Member] | DISH Network L.L.C. [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 13.00% | |||||
Customer Concentration Risk [Member] | Virgin Media Inc. [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 13.00% |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 27, 2017USD ($) | Dec. 31, 2016USD ($)shares | Sep. 07, 2016$ / shares | Mar. 31, 2017USD ($) | Nov. 30, 2016shares | Jun. 30, 2017USD ($)shares | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||
Common stock (in shares) | shares | 120,061 | 121,214 | 121,214 | |||||||
Litigation settlement | $ 0 | $ 12,900 | $ 0 | $ (12,906) | $ 0 | |||||
TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash paid per share (in dollars per share) | $ / shares | $ 2.75 | |||||||||
Revenue of acquiree since acquisition date | 94,900 | 179,700 | ||||||||
Operating loss of acquiree | $ 8,500 | $ (1,300) | ||||||||
Dissenting shares outstanding (in shares) | shares | 9,100 | |||||||||
Accrual for merger consideration | $ 79,000 | |||||||||
Pending Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Restricted cash | $ 25,300 | |||||||||
Settled Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Litigation settlement | $ 117,000 | |||||||||
Return of cash paid for TiVo Acquisition | $ 25,100 | |||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price exchange ratio | 0.3853 | |||||||||
TiVo Corporation [Member] | TiVo Solutions [Member] | Employee Stock Options, Restricted Stock Award or Restricted Stock Unit [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share price exchange ratio | 0.5186 | |||||||||
TiVo Corporation [Member] | Pending Litigation [Member] | Dissenting Holders [Member] | TiVo Solutions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock (in shares) | shares | 3,500 | 3,500 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Goodwill | $ 1,813,676 | $ 1,812,118 |
TiVo Solutions [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Goodwill | 469,687 | |
Accounts payable and accrued expenses and other long-term liabilities | (74,656) | |
Deferred tax liabilities, net | (97,462) | |
Total merger consideration | 1,129,726 | |
Scenario, Previously Reported [Member] | TiVo Solutions [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Goodwill | 468,330 | |
Accounts payable and accrued expenses and other long-term liabilities | (73,456) | |
Deferred tax liabilities, net | (97,305) | |
Total merger consideration | $ 1,129,726 | |
Restatement Adjustment [Member] | TiVo Solutions [Member] | ||
Adjustments | ||
Goodwill | 1,357 | |
Accounts payable and accrued expenses and other long-term liabilities | (1,200) | |
Deferred tax liabilities, net | (157) | |
Total merger consideration | $ 0 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Information (Details) - TiVo Solutions [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||
Total Revenues, net | $ 204,719 | $ 408,161 |
Net loss | $ (24,978) | $ (83,194) |
Basic loss per share (in usd per share) | $ (0.22) | $ (0.72) |
Diluted loss per share (in usd per share) | $ (0.22) | $ (0.72) |
Discontinued Operations and A39
Discontinued Operations and Assets Held for Sale - Narrative (Details) - DivX and MainConcept [Member] $ in Millions | Mar. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from sale of businesses | $ 52.5 |
Additional payments based on revenue milestones | $ 22.5 |
Revenue milestone term | 3 years |
Financial Statement Details (De
Financial Statement Details (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts Receivable, Net | ||
Accounts receivable, gross | $ 187,415 | $ 149,105 |
Less: Allowance for doubtful accounts | (2,545) | (1,963) |
Accounts receivable, net | 184,870 | 147,142 |
Inventory, Net | ||
Raw materials | 3,665 | 1,595 |
Finished goods | 7,254 | 11,591 |
Inventory, Net | 10,919 | 13,186 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 179,117 | 169,604 |
Less: Accumulated depreciation and amortization | (138,819) | (121,232) |
Property and equipment, net | 40,298 | 48,372 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | 11,107 | 29,218 |
Accrued compensation and benefits | 32,160 | 54,571 |
Accrual for merger consideration | 0 | 78,981 |
Other accrued liabilities | 77,622 | 63,681 |
Accounts payable and accrued expenses | 120,889 | 226,451 |
Computer Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 145,286 | 136,776 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 26,813 | 26,201 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,018 | $ 6,627 |
Investments - Available-For-Sal
Investments - Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Total Cash, Cash Equivalents And Marketable Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 316,249 | $ 438,640 |
Auction Rate Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,800 | 10,800 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (216) | (432) |
Fair Value | 10,584 | 10,368 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 101,147 | 106,128 |
Unrealized Gains | 5 | 8 |
Unrealized Losses | (133) | (215) |
Fair Value | 101,019 | 105,921 |
Foreign Government Obligations [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,247 | 2,246 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (4) | (8) |
Fair Value | 2,243 | 2,238 |
U.S. Treasuries / Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 112,808 | 127,734 |
Unrealized Gains | 1 | 14 |
Unrealized Losses | (301) | (262) |
Fair Value | 112,508 | 127,486 |
Marketable Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 227,002 | 246,908 |
Unrealized Gains | 6 | 22 |
Unrealized Losses | (654) | (917) |
Fair Value | 226,354 | 246,013 |
Total Cash And Cash Equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 89,895 | 192,627 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 89,895 | 192,627 |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 31,211 | 50,969 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 31,211 | 50,969 |
Cash Equivalents - Money Market Funds [Member] | Money Markets Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 58,684 | 141,658 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 58,684 | $ 141,658 |
Investments - Available-For-S42
Investments - Available-For-Sale Debt Investments At Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Amortized Cost | ||
Due in less than 1 year | $ 123,750 | |
Due in 1-2 years | 92,452 | |
Due in more than 2 years | 10,800 | |
Total | 227,002 | |
Fair Value | ||
Due in less than 1 year | 123,576 | |
Due in 1-2 years | 92,194 | |
Due in more than 2 years | 10,584 | |
Total | 226,354 | |
Non-marketable equity method investments | 900 | $ 1,600 |
Non-marketable cost method investments | $ 2,700 | $ 2,700 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | $ 285,038 | $ 387,671 |
Fair value liabilities measured on a recurring basis | (22,466) | (25,224) |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 58,684 | 141,658 |
Fair value liabilities measured on a recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 215,770 | 235,645 |
Fair value liabilities measured on a recurring basis | (16,751) | (19,951) |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Fair value liabilities measured on a recurring basis | (5,715) | (5,273) |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 72,596 | 76,568 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 72,596 | 76,568 |
Cash and cash equivalents/Short-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,243 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,243 | |
Cash and cash equivalents/Short-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 48,737 | 40,516 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 48,737 | 40,516 |
Cash and cash equivalents/Short-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 58,684 | 141,658 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 58,684 | 141,658 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Cash and cash equivalents/Short-term marketable securities [Member] | Cash and Cash Equivalents [Member] | Money Market Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 28,423 | 29,353 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 28,423 | 29,353 |
Long-term marketable securities [Member] | Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,238 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 2,238 | |
Long-term marketable securities [Member] | Foreign Government Obligations [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 63,771 | 86,970 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 63,771 | 86,970 |
Long-term marketable securities [Member] | U.S. Treasuries / Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 0 | 0 |
Long-term marketable securities [Member] | Auction Rate Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets measured on recurring basis | 10,584 | 10,368 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (2,604) | (1,988) |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Accounts payable and accrued expenses [Member] | Cubiware Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (2,604) | (1,988) |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (648) | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (648) | |
Accounts payable and accrued expenses [Member] | Interest Rate Swaps [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (3,111) | (3,285) |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Other long-term liabilities [Member] | Cubiware Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (3,111) | (3,285) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (16,751) | (19,303) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | 0 | 0 |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | (16,751) | (19,303) |
Other long-term liabilities [Member] | Interest Rate Swaps [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities measured on a recurring basis | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cubiware Contingent Consideration [Member] | ||||
Liabilities | ||||
Balance at beginning of period | $ (5,104) | $ (5,273) | ||
Loss included in earnings | (611) | (442) | ||
Balance at end of period | (5,715) | (5,715) | ||
Cubiware Contingent Consideration [Member] | Selling, General and Administrative Expenses [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | (398) | (74) | ||
Cubiware Contingent Consideration [Member] | Interest Expense [Member] | ||||
Liabilities | ||||
Increase (decrease) during period | (213) | (368) | ||
Auction Rate Securities [Member] | ||||
Assets | ||||
Balance at beginning of period | 10,476 | $ 10,152 | 10,368 | $ 10,260 |
Unrealized gains (losses) included in other comprehensive (loss) income | 108 | 108 | 216 | 0 |
Balance at end of period | $ 10,584 | $ 10,260 | $ 10,584 | $ 10,260 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 978,868 | $ 974,732 |
Carrying Amount [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 304,614 | 297,646 |
Carrying Amount [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Carrying Amount [Member] | Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 674,206 | 677,038 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 1,020,369 | 1,035,954 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 340,472 | 349,140 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | 48 | 48 |
Fair Value [Member] | Significant Other Observable Inputs (Level 2) [Member] | Line of Credit [Member] | Term Loan B Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Long-term debt | $ 679,849 | $ 686,766 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 1 Months Ended |
May 31, 2017USD ($) | |
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | Fair Value, Measurements, Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Restructuring impairment | $ 6.7 |
Goodwill And Intangible Asset47
Goodwill And Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments for purchase of patents | $ 2,500 | $ 2,000 | $ 2,500 |
Patents [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets weighted average useful life | 5 years | 5 years |
Goodwill And Intangible Asset48
Goodwill And Intangible Assets, Net - Summary Of Goodwill Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | $ 1,812,118 |
TiVo Acquisition | 1,357 |
Foreign currency translation | 201 |
Goodwill, Ending balance | 1,813,676 |
Intellectual Property Licensing [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 1,291,120 |
TiVo Acquisition | 309 |
Foreign currency translation | 0 |
Goodwill, Ending balance | 1,291,429 |
Product [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 520,998 |
TiVo Acquisition | 1,048 |
Foreign currency translation | 201 |
Goodwill, Ending balance | $ 522,247 |
Goodwill And Intangible Asset49
Goodwill And Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,504,819 | $ 1,501,113 |
Accumulated Amortization | (791,871) | (708,275) |
Total | 712,948 | 792,838 |
Intangible Assets, Gross (Excluding Goodwill) | 1,518,819 | 1,515,113 |
Intangible Assets, Net (Excluding Goodwill) | 726,948 | 806,838 |
Developed Technology and Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,034,032 | 1,031,280 |
Accumulated Amortization | (631,625) | (586,800) |
Total | 402,407 | 444,480 |
Existing Contracts and Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 402,847 | 402,143 |
Accumulated Amortization | (101,759) | (64,123) |
Total | 301,088 | 338,020 |
Content Databases and Other [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 59,640 | 59,390 |
Accumulated Amortization | (50,187) | (49,052) |
Total | 9,453 | 10,338 |
Trademarks / Tradenames [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 8,300 | 8,300 |
Accumulated Amortization | (8,300) | (8,300) |
Total | 0 | 0 |
TiVo Solutions [Member] | TiVo Tradename [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Trade Names | $ 14,000 | $ 14,000 |
Goodwill And Intangible Asset50
Goodwill And Intangible Assets, Net - Estimated Amortization Expense In Future Periods (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2017 | $ 83,231 | |
2,018 | 147,393 | |
2,019 | 109,956 | |
2,020 | 109,132 | |
2,021 | 66,323 | |
Thereafter | 196,913 | |
Total | $ 712,948 | $ 792,838 |
Restructuring and Asset Impai51
Restructuring and Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairment | $ 6,741 | $ 0 | $ 6,741 | $ 452 | |
Restructuring and asset impairment charges | 9,374 | $ 0 | 13,913 | 2,333 | |
Tivo Integration Restructuring Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrual adjustment | 2,398 | 2,398 | $ 3,791 | ||
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairment | 6,741 | ||||
Accrual adjustment | 0 | 0 | $ 0 | ||
Legacy TiVo Solutions Plan [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Decrease in restructuring reserve | (150) | ||||
Accrual adjustment | 0 | 0 | |||
Legacy Rovi Plans [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrual adjustment | 1,200 | 1,200 | |||
Restructuring and asset impairment charges | $ 100 | $ 800 | $ 2,300 |
Restructuring and Asset Impai52
Restructuring and Asset Impairment Charges - Components of Restructuring and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | ||||
Future minimum lease payments, net | $ 446 | $ 0 | $ 1,207 | $ 214 |
Severance costs | 1,614 | 0 | 4,043 | 388 |
Share-based payments | 573 | 0 | 1,918 | 0 |
Contract termination costs | 0 | 0 | 4 | 1,279 |
Asset impairment | 6,741 | 0 | 6,741 | 452 |
Restructuring and asset impairment charges | $ 9,374 | $ 0 | $ 13,913 | $ 2,333 |
Restructuring and Asset Impai53
Restructuring and Asset Impairment Charges - Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Future minimum lease payments, net | $ 446 | $ 0 | $ 1,207 | $ 214 | |
Severance costs | 1,614 | 0 | 4,043 | 388 | |
Contract termination costs | $ 0 | $ 0 | 4 | $ 1,279 | |
Accrued Restructuring Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Future minimum lease payments, net | 1,245 | $ 758 | |||
Severance costs | 2,321 | 3,796 | |||
Contract termination costs | 78 | 183 | |||
Accrued restructuring costs | $ 3,644 | $ 4,737 |
Restructuring and Asset Impai54
Restructuring and Asset Impairment Charges - Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Asset impairment | $ 6,741 | $ 0 | $ 6,741 | $ 452 |
Tivo Integration Restructuring Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 3,791 | |||
Restructuring Expense | 13,236 | |||
Cash Settlements | (5,784) | |||
Non-Cash Settlements | (8,659) | |||
Other | (186) | |||
June 30, 2017 | 2,398 | 2,398 | ||
Tivo Integration Restructuring Plan [Member] | Future Minimum Lease Payments, Net [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 224 | |||
Restructuring Expense | 380 | |||
Cash Settlements | (233) | |||
Non-Cash Settlements | 0 | |||
Other | (158) | |||
June 30, 2017 | 213 | 213 | ||
Tivo Integration Restructuring Plan [Member] | Severance Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 3,504 | |||
Restructuring Expense | 4,193 | |||
Cash Settlements | (5,484) | |||
Non-Cash Settlements | 0 | |||
Other | (28) | |||
June 30, 2017 | 2,185 | 2,185 | ||
Tivo Integration Restructuring Plan [Member] | Share-based Payments [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 0 | |||
Restructuring Expense | 1,918 | |||
Cash Settlements | 0 | |||
Non-Cash Settlements | (1,918) | |||
Other | 0 | |||
June 30, 2017 | 0 | 0 | ||
Tivo Integration Restructuring Plan [Member] | Contract Termination Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 63 | |||
Restructuring Expense | 4 | |||
Cash Settlements | (67) | |||
Non-Cash Settlements | 0 | |||
Other | 0 | |||
June 30, 2017 | 0 | 0 | ||
Tivo Integration Restructuring Plan [Member] | Asset Impairment Charges [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset impairment | 6,741 | |||
Restructuring Reserve [Roll Forward] | ||||
December 31, 2016 | 0 | |||
Cash Settlements | 0 | |||
Non-Cash Settlements | (6,741) | |||
Other | 0 | |||
June 30, 2017 | $ 0 | $ 0 |
Debt and Interest Rate Swaps -
Debt and Interest Rate Swaps - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Mar. 04, 2015 | Sep. 22, 2014 |
Debt Instrument [Line Items] | ||||
Outstanding Principal | $ 1,024,048 | $ 1,027,548 | ||
Carrying amount | 978,868 | 974,732 | ||
Less: Current portion of long-term debt | 7,000 | 7,000 | ||
Long-term debt, less current portion | $ 971,868 | 967,732 | ||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt, stated percentage | 0.50% | 0.50% | ||
Outstanding Principal | $ 345,000 | 345,000 | ||
Carrying amount | $ 304,614 | 297,646 | ||
Convertible Debt [Member] | 2021 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate of debt, stated percentage | 2.00% | 2.00% | ||
Outstanding Principal | $ 48 | 48 | ||
Carrying amount | 48 | 48 | ||
Line of Credit [Member] | Term Loan B Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal | 679,000 | 682,500 | ||
Carrying amount | $ 674,206 | $ 677,038 |
Debt and Interest Rate Swaps 56
Debt and Interest Rate Swaps - 2020 Convertible Notes (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] | Jun. 30, 2017$ / shares | Mar. 04, 2015USD ($)trading_day$ / shares |
Debt Instrument [Line Items] | ||
Debt issued | $ 345,000,000 | |
Interest rate of debt, stated percentage | 0.50% | 0.50% |
Shares issued per $1,000 principal amount | 0.352777 | 0.345968 |
Initial conversion price (in usd per share) | $ / shares | $ 28.3465 | $ 28.9044 |
Threshold trading days | trading_day | 20 | |
Consecutive trading days | trading_day | 30 | |
Minimum percentage of common stock price on applicable conversion price resulting in the noteholders ability to convert the notes into cash or stock | 130.00% | |
Threshold business days | 5 days | |
Measurement period | 10 days | |
Maximum percentage of product under last reported sale price for conversion eligibility | 98.00% | |
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | |
Non-convertible borrowing rate (percent) | 4.75% | |
Transaction costs | $ 9,300,000 | |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Transaction costs | 7,600,000 | |
Additional Paid-in Capital [Member] | ||
Debt Instrument [Line Items] | ||
Transaction costs | $ 1,700,000 |
Debt and Interest Rate Swaps 57
Debt and Interest Rate Swaps - Equity Component of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal outstanding | $ 1,024,048 | $ 1,027,548 |
Carrying amount | 978,868 | 974,732 |
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 345,000 | 345,000 |
Less: Unamortized debt discount | (35,895) | (42,144) |
Less: Unamortized debt issuance costs | (4,491) | (5,210) |
Carrying amount | 304,614 | 297,646 |
Equity component | $ 63,854 | $ 63,854 |
Debt and Interest Rate Swaps 58
Debt and Interest Rate Swaps - Components of Interest Expense (Details) - Convertible Debt [Member] - 2020 Convertible Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Stated interest | $ 431 | $ 431 | $ 863 | $ 863 |
Amortization of debt discount | 3,143 | 3,000 | 6,249 | 5,965 |
Amortization of debt issuance costs | 364 | 329 | 719 | 650 |
Total interest expense | $ 3,938 | $ 3,760 | $ 7,831 | $ 7,478 |
Debt and Interest Rate Swaps 59
Debt and Interest Rate Swaps - Purchased Call Options and Sold Warrants (Details) - 2020 Convertible Notes [Member] - Convertible Debt [Member] $ / shares in Units, shares in Millions, $ in Millions | Mar. 04, 2015USD ($)$ / shares$ / per_unitshares | Jun. 30, 2017$ / shares$ / per_unitshares |
Warrants to Purchase Common Stock [Member] | ||
Debt Instrument [Line Items] | ||
(Payments) proceeds from (purchase) sale of warrants | $ | $ 31.3 | |
Warrants outstanding, shares | shares | 11.9 | |
Warrant exercise price (in usd per share) | $ / shares | $ 40.1450 | $ 39.3701 |
Equity Option [Member] | ||
Debt Instrument [Line Items] | ||
Purchase of call options | $ | $ 64.8 | |
Call option, shares | shares | 11.9 | 12.2 |
Common stock strike price (in usd per share) | $ / per_unit | 28.9044 | 28.3465 |
Debt and Interest Rate Swaps 60
Debt and Interest Rate Swaps - 2021 Convertible Notes (Details) - Convertible Debt [Member] - 2021 Convertible Notes [Member] | Jun. 30, 2017$ / shares | Oct. 12, 2016USD ($) | Sep. 07, 2016$ / shares | Sep. 22, 2014USD ($)$ / shares |
Debt Instrument [Line Items] | ||||
Debt issued | $ | $ 230,000,000 | |||
Interest rate of debt, stated percentage | 2.00% | 2.00% | ||
Convertible notes, percentage of principal to be paid on notes redeemed | 100.00% | |||
TiVo Solutions [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of convertible debt | $ | $ 229,950,000 | |||
Shares issued per $1,000 principal amount | 0.561073 | |||
Initial conversion price (in usd per share) | $ 17.8230 | |||
TiVo Corporation [Member] | ||||
Debt Instrument [Line Items] | ||||
Shares issued per $1,000 principal amount | 0.220534 | 0.216181 | ||
Initial conversion price (in usd per share) | $ 38.35 | $ 39.12 | ||
Initial conversion price to principal of notes (in usd per share) | $ 154.30 | $ 154.30 |
Debt and Interest Rate Swaps 61
Debt and Interest Rate Swaps - Senior Secured Term Loans (Details) | Jan. 26, 2017USD ($) | Jul. 02, 2014USD ($)subsidiary | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | |||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 108,000 | $ 0 | ||
Loss on debt modification | $ 0 | $ 0 | 929,000 | $ 0 | ||
Term Loan A Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Debt issued | $ 125,000,000 | |||||
Term Loan B Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 7 years | |||||
Debt issued | $ 700,000,000 | |||||
Loss on debt extinguishment | 100,000 | |||||
Loss on debt modification | $ 900,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Maximum borrowing capacity | $ 175,000,000 | |||||
LIBOR [Member] | Term Loan B Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (percent) | 3.00% | |||||
LIBOR floor | 0.75% | |||||
Prime Rate [Member] | Term Loan B Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (percent) | 2.00% | |||||
Line of Credit [Member] | Refinancing Agreement No.1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued | $ 682,500,000 | |||||
Quarterly principal payments | $ 1,750,000 | |||||
Line of Credit [Member] | LIBOR [Member] | Refinancing Agreement No.1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (percent) | 2.50% | |||||
Line of Credit [Member] | Prime Rate [Member] | Refinancing Agreement No.1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (percent) | 1.50% | |||||
Line of Credit [Member] | Minimum [Member] | LIBOR [Member] | Refinancing Agreement No.1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate (percent) | 0.75% |
Debt and Interest Rate Swaps 62
Debt and Interest Rate Swaps - Schedule of Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Remainder of 2017 | $ 3,500 | |
2,018 | 7,000 | |
2,019 | 352,000 | |
2,020 | 7,000 | |
2,021 | 654,548 | |
Total | $ 1,024,048 | $ 1,027,548 |
Debt and Interest Rate Swaps 63
Debt and Interest Rate Swaps - Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Loss on interest rate swaps | $ (1,856) | $ (5,507) | $ (1,335) | $ (18,594) | |||
Not Designated as Hedging Instrument [Member] | $215M May 2012 [Member] | Long [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Fixed interest rate (percent) | 2.11% | 0.65% | |||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $215M May 2012 [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Notional amount of interest rate swaps | 0 | 0 | $ 215,000 | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M June 2013 Swaps [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Notional amount of interest rate swaps | $ 250,000 | $ 250,000 | 250,000 | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M June 2013 Swaps [Member] | Long [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Fixed interest rate (percent) | 2.23% | 2.23% | |||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $125M September 2014 Swaps [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Notional amount of interest rate swaps | $ 125,000 | $ 125,000 | 125,000 | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $125M September 2014 Swaps [Member] | Long [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Fixed interest rate (percent) | 2.66% | 2.66% | |||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M September 2014 Swaps [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Notional amount of interest rate swaps | $ 200,000 | $ 200,000 | $ 200,000 | ||||
Not Designated as Hedging Instrument [Member] | Line of Credit [Member] | $250M September 2014 Swaps [Member] | Long [Member] | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Fixed interest rate (percent) | 2.93% | 2.93% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, shares in Millions | May 03, 2017USD ($) | Mar. 27, 2017USD ($) | Jan. 27, 2017USD ($) | Nov. 15, 2016shares | Apr. 30, 2017USD ($) | Nov. 30, 2016shares | Aug. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jan. 11, 2017petition |
Loss Contingencies [Line Items] | ||||||||||||||
Litigation settlement | $ 0 | $ 12,900 | $ 0 | $ (12,906) | $ 0 | |||||||||
Pending Litigation [Member] | Dreihaus Entities [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Dissenting shares outstanding (in shares) | shares | 1.9 | |||||||||||||
Pending Litigation [Member] | Fir Tree Entities [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Dissenting shares outstanding (in shares) | shares | 7.2 | |||||||||||||
Inventories [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Total purchase commitments | 12,100 | |||||||||||||
Accrued purchase commitments | 1,300 | $ 1,300 | ||||||||||||
DISH Network L.L.C. [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
License agreement term | 10 years | |||||||||||||
Unconditional purchase obligation due in next 12 months | $ 60,300 | |||||||||||||
Payments for licenses | $ 15,000 | $ 15,000 | ||||||||||||
TiVo Solutions [Member] | Pending Litigation [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Amount of damages sought | $ 14,500 | |||||||||||||
TiVo Solutions [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Dissenting shares outstanding (in shares) | shares | 9.1 | |||||||||||||
TiVo Solutions [Member] | Pending Litigation [Member] | Dissenting Holders [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Number of claims | petition | 2 | |||||||||||||
TiVo Solutions [Member] | Settled Litigation [Member] | Dissenting Holders [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Payments for settlements | $ 117,000 | |||||||||||||
Litigation settlement | $ 117,000 | |||||||||||||
Retainer Fees [Member] | TiVo Solutions [Member] | Pending Litigation [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Annual retainer fees | 300 | |||||||||||||
Amount of damages sought | $ 1,400 | |||||||||||||
Retainer Fees [Member] | TiVo Solutions [Member] | Settled Litigation [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Litigation settlement | $ 700 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Feb. 14, 2017 | Mar. 04, 2015 |
Class of Stock [Line Items] | |||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 30,360,000 | 29,619,000 | 31,389,000 | 29,974,000 | |||
Share price (in us dollars per share) | $ 18.65 | $ 18.65 | |||||
Authorized stock repurchase amount | $ 150,000,000 | ||||||
Remaining number of shares authorized to be repurchased | $ 150,000,000 | $ 150,000,000 | |||||
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0 | $ 0.36 | $ 0 | ||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Tax withholding for share-based compensation (shares) | 100,000 | 16,800 | 600,000 | 200,000 | |||
Tax withholding for share-based compensation | $ 1,700,000 | $ 300,000 | $ 11,300,000 | $ 4,000,000 | |||
Convertible Debt [Member] | 2020 Convertible Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Initial conversion price (in usd per share) | $ 28.3465 | $ 28.3465 | $ 28.9044 | ||||
Performance-based Restricted Stock Units [Member] | |||||||
Class of Stock [Line Items] | |||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 400,000 | ||||||
Performance-based Restricted Stock and Restricted Stock Units [Member] | |||||||
Class of Stock [Line Items] | |||||||
Weighted average potential shares excluded from the calculation of Diluted EPS (in shares) | 900,000 | 500,000 | 800,000 | ||||
Warrants to Purchase Common Stock [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ 39.3701 | $ 39.3701 | $ 40.1450 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Equity [Abstract] | ||||
Weighted average shares used in computing basic per share amounts | 120,209 | 82,110 | 119,515 | 81,742 |
Dilutive effect of equity-based compensation awards (in shares) | 0 | 0 | 0 | 0 |
Weighted average shares used in computing diluted per share amounts | 120,209 | 82,110 | 119,515 | 81,742 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Potential Anti-Dilutive Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 30,360 | 29,619 | 31,389 | 29,974 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 2,812 | 3,501 | 3,233 | 3,579 |
Restricted Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 3,440 | 2,246 | 4,048 | 2,523 |
Convertible Notes Payable [Member] | 2021 Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 1 | 0 | 1 | 0 |
Convertible Notes Payable [Member] | 2020 Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 12,171 | 11,936 | 12,171 | 11,936 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average potential shares excluded from the calculation of Diluted EPS | 11,936 | 11,936 | 11,936 | 11,936 |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)purchase_periodshares | Jun. 30, 2016USD ($) | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Unrecognized compensation cost | $ | $ 56.1 | $ 56.1 | ||
Weighted average period of recognition of unrecognized compensation cost (years) | 2 years | |||
Total intrinsic value of options exercised | $ | $ 0.6 | $ 2 | $ 0.6 | |
Restricted Stock [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number of shares awarded and unvested | 0.8 | 0.8 | ||
Aggregate fair value of vested restricted stock | $ | $ 4.4 | $ 1.2 | $ 36.5 | $ 21.4 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number of shares awarded and unvested | 2.5 | 2.5 | ||
Performance-based Restricted Stock Units [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Number of shares awarded and unvested | 0.4 | 0.4 | ||
Performance-Based Restricted Stock Awards [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Award requisite service period | 3 years | |||
Potential shares to be issued upon vesting (percent) | 200.00% | 200.00% | ||
ESPP Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 6.4 | 6.4 | ||
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% | |||
Rovi 2008 Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 30 | 30 | ||
Shares available for issuance | 13.9 | 13.9 | ||
Vesting period (years) | 4 years | |||
Contractual term of stock options granted (years) | 7 years | |||
Award vesting rights (percent) | 25.00% | |||
Rovi 2008 Plan [Member] | Restricted Awards [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
TiVo 2008 Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Shares reserved for issuance | 3.9 | 3.9 | ||
Shares available for issuance | 3.9 | 3.9 | ||
TiVo 2008 Plan [Member] | TiVo Solutions [Member] | Stock Options [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 4 years | |||
Contractual term of stock options granted (years) | 7 years | |||
Award vesting rights (percent) | 25.00% | |||
TiVo 2008 Plan [Member] | TiVo Solutions [Member] | Restricted Awards [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Vesting period (years) | 3 years | |||
Award vesting rights (percent) | 17.00% |
Equity-based Compensation - Ass
Equity-based Compensation - Assumptions Used To Value Equity-Based Payments (Details) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 55.70% | |
Expected term (years) | 4 years 1 month | |
Risk free interest rate (percent) | 1.20% | |
Expected dividend yield (percent) | 0.00% | |
ESPP Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 41.70% | 60.90% |
Expected term (years) | 1 year 3 months 18 days | 1 year 3 months 18 days |
Risk free interest rate (percent) | 1.00% | 0.60% |
Expected dividend yield (percent) | 0.00% | 0.00% |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 55.90% | |
Expected term (years) | 3 years | |
Risk free interest rate (percent) | 1.00% | |
Expected dividend yield (percent) | 0.00% |
Equity-based Compensation - Wei
Equity-based Compensation - Weighted Average Fair Value Per Share Of Equity-Based Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock options (in dollars per share) | $ 10.30 | |||
ESPP shares (in dollars per share) | $ 5.92 | 7.62 | ||
Restricted awards (in dollars per share) | $ 16.82 | $ 17.41 | $ 17.69 | $ 23.73 |
Pre-tax equity-based compensation, excluding amounts included in restructuring expense | $ 11,749 | $ 9,917 | $ 25,774 | $ 18,355 |
Pre-tax equity-based compensation, included in restructuring expense | $ 573 | $ 0 | $ 1,918 | $ 0 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Award Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Weighted-Average Grant Date Fair Value | |||||
Granted (in dollars per share) | $ 16.82 | $ 17.41 | $ 17.69 | $ 23.73 | |
Restricted Awards [Member] | |||||
Restricted Awards (In Thousands) | |||||
Beginning Balance (in shares) | 5,162 | ||||
Granted (in shares) | 402 | ||||
Vested (in shares) | (1,940) | ||||
Forfeited (in shares) | (257) | ||||
Ending Balance (in shares) | 3,367 | 3,367 | |||
Weighted-Average Grant Date Fair Value | |||||
Balance (in dollars per share) | $ 20.32 | $ 20.32 | $ 21.80 | ||
Granted (in dollars per share) | 17.69 | ||||
Vested (in dollars per share) | 20.38 | ||||
Forfeited (in dollars per share) | $ 20.39 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Options | |
Beginning Balance (in shares) | shares | 3,938 |
Exercised (in shares) | shares | (450) |
Forfeitures and canceled (in shares) | shares | (881) |
Ending Balance (in shares) | shares | 2,607 |
Vested and expected to vest (in shares) | shares | 2,562 |
Exercisable (in shares) | shares | 2,112 |
Weighted-Average Exercise Price | |
Beginning Balance (in dollars per share) | $ / shares | $ 28.21 |
Exercised (in dollars per share) | $ / shares | 14.49 |
Forfeitures and cancellations (in dollars per share) | $ / shares | 37.76 |
Ending Balance (in dollars per share) | $ / shares | 27.35 |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | $ / shares | 27.43 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 28.31 |
Weighted-Average Remaining Contractual Term | |
Weighted-Average Remaining Contractual Term, Outstanding | 2 years 11 months |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 2 years 9 months |
Weighted-Average Remaining Contractual Term, Exercisable | 2 years 5 months |
Aggregate Intrinsic Value (In Thousands) | |
Aggregate Intrinsic Value, Outstanding | $ | $ 323 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 321 |
Aggregate Intrinsic Value, Exercisable | $ | $ 296 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Foreign withholding tax | $ 2,803 | $ 2,737 | $ 7,011 | $ 6,444 |
State income tax | 569 | (271) | 1,135 | 122 |
Foreign income tax | 181 | 192 | 744 | 837 |
Release of deferred tax asset valuation allowance | 0 | 0 | (152) | 0 |
Change in net deferred tax liabilities | 363 | 461 | 681 | 921 |
Change in unrecognized tax benefits | (8) | 87 | 56 | 296 |
Income tax expense | $ 3,908 | $ 3,206 | $ 9,475 | $ 8,620 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues, net | $ 208,558 | $ 125,245 | $ 414,322 | $ 243,629 | |
Adjusted Operating Expenses | 127,704 | 74,409 | 265,244 | 147,259 | |
Adjusted EBITDA | 80,854 | 50,836 | 149,078 | 96,370 | |
Depreciation | 5,382 | 4,325 | 10,854 | 8,559 | |
Amortization of intangible assets | 41,678 | 19,030 | 83,378 | 38,162 | |
Restructuring and asset impairment charges | 9,374 | 0 | 13,913 | 2,333 | |
Equity-based compensation | 11,749 | 9,917 | 25,774 | 18,355 | |
Transaction, transition and integration costs | 5,108 | 6,043 | 12,307 | 6,043 | |
Earnout amortization and settlement | 959 | 1,189 | 1,917 | 1,189 | |
Change in contingent consideration liability | 398 | 0 | 74 | 0 | |
Gain on settlement of acquired receivable | (2,537) | 0 | (2,537) | 0 | |
Change in franchise tax reserve | 0 | 154 | 0 | 154 | |
Operating income | 8,743 | 10,178 | 3,398 | 21,575 | |
Interest expense | (10,573) | (10,859) | (20,837) | (21,390) | |
Interest income and other, net | 2,823 | (14) | 2,760 | (31) | |
Loss on interest rate swaps | (1,856) | (5,507) | (1,335) | (18,594) | |
Loss on debt extinguishment | 0 | 0 | (108) | 0 | |
Loss on debt modification | 0 | 0 | (929) | 0 | |
Litigation settlement | 0 | $ 12,900 | 0 | (12,906) | 0 |
Loss before income taxes | (863) | (6,202) | (29,957) | (18,440) | |
Operating Segments [Member] | Intellectual Property Licensing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 104,195 | 67,719 | 194,916 | 123,979 | |
Adjusted Operating Expenses | 20,817 | 17,697 | 45,004 | 31,854 | |
Adjusted EBITDA | 83,378 | 50,022 | 149,912 | 92,125 | |
Operating Segments [Member] | Intellectual Property Licensing [Member] | US Pay TV Providers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 68,733 | 43,567 | 132,077 | 76,877 | |
Operating Segments [Member] | Intellectual Property Licensing [Member] | Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 35,462 | 24,152 | 62,839 | 47,102 | |
Operating Segments [Member] | Product [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 104,363 | 57,526 | 219,406 | 119,650 | |
Adjusted Operating Expenses | 92,011 | 44,503 | 189,007 | 91,150 | |
Adjusted EBITDA | 12,352 | 13,023 | 30,399 | 28,500 | |
Operating Segments [Member] | Product [Member] | Platform Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 82,971 | 36,595 | 171,154 | 72,079 | |
Operating Segments [Member] | Product [Member] | Software and Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 19,752 | 19,482 | 45,021 | 39,869 | |
Operating Segments [Member] | Product [Member] | Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 1,640 | 1,449 | 3,231 | 7,702 | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted Operating Expenses | 14,876 | 12,209 | 31,233 | 24,255 | |
Adjusted EBITDA | $ (14,876) | $ (12,209) | $ (31,233) | $ (24,255) |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Aug. 02, 2017 | Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0 | $ 0.36 | $ 0 | |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.18 |