x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
26-1739297
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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2830 De La Cruz Boulevard, Santa Clara, CA
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|
95050
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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|
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(Do not check if a smaller reporting company)
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Class
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|
Outstanding as of July 24, 2015
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Common Stock
|
|
86,916,023
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|
|
|
|
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ITEM 1.
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||
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||
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||
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ITEM 2.
|
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ITEM 3.
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ITEM 4.
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||
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||
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ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
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ITEM 4.
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ITEM 5.
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ITEM 6.
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June 30,
2015 |
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December 31,
2014 |
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
115,940
|
|
|
$
|
154,568
|
|
Short-term marketable securities
|
100,896
|
|
|
183,074
|
|
||
Accounts receivable, net
|
83,847
|
|
|
83,514
|
|
||
Deferred tax assets, net
|
10,553
|
|
|
18,553
|
|
||
Prepaid expenses and other current assets
|
14,638
|
|
|
12,851
|
|
||
Total current assets
|
325,874
|
|
|
452,560
|
|
||
Long-term marketable securities
|
164,533
|
|
|
131,378
|
|
||
Property and equipment, net
|
34,563
|
|
|
37,227
|
|
||
Intangible assets, net
|
424,864
|
|
|
463,348
|
|
||
Goodwill
|
1,343,543
|
|
|
1,343,652
|
|
||
Other long-term assets
|
22,961
|
|
|
17,225
|
|
||
Total assets
|
$
|
2,316,338
|
|
|
$
|
2,445,390
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
68,776
|
|
|
$
|
83,208
|
|
Deferred revenue
|
19,922
|
|
|
18,399
|
|
||
Current portion of long-term debt
|
7,000
|
|
|
302,375
|
|
||
Total current liabilities
|
95,698
|
|
|
403,982
|
|
||
Taxes payable, less current portion
|
9,483
|
|
|
10,100
|
|
||
Deferred revenue, less current portion
|
14,755
|
|
|
15,722
|
|
||
Long-term debt, less current portion
|
1,042,582
|
|
|
804,557
|
|
||
Long-term deferred tax liabilities, net
|
76,062
|
|
|
80,751
|
|
||
Other long-term liabilities
|
27,106
|
|
|
24,014
|
|
||
Total liabilities
|
1,265,686
|
|
|
1,339,126
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 250,000 shares authorized; 130,756 shares issued and 86,858 outstanding as of June 30, 2015, and 130,627 shares issued and 91,729 outstanding as of December 31, 2014
|
131
|
|
|
131
|
|
||
Treasury stock, 43,898 shares and 38,898 shares at June 30, 2015 and December 31, 2014, respectively, at cost
|
(1,113,386
|
)
|
|
(1,013,218
|
)
|
||
Additional paid-in capital
|
2,397,069
|
|
|
2,339,817
|
|
||
Accumulated other comprehensive loss
|
(5,871
|
)
|
|
(5,307
|
)
|
||
Accumulated deficit
|
(227,291
|
)
|
|
(215,159
|
)
|
||
Total stockholders’ equity
|
1,050,652
|
|
|
1,106,264
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,316,338
|
|
|
$
|
2,445,390
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
127,820
|
|
|
$
|
137,062
|
|
|
$
|
261,845
|
|
|
$
|
279,512
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues, excluding amortization of intangible assets
|
25,669
|
|
|
26,040
|
|
|
53,799
|
|
|
58,536
|
|
||||
Research and development
|
27,017
|
|
|
28,933
|
|
|
55,142
|
|
|
54,490
|
|
||||
Selling, general and administrative
|
39,494
|
|
|
37,494
|
|
|
77,854
|
|
|
72,404
|
|
||||
Depreciation
|
4,448
|
|
|
4,550
|
|
|
8,818
|
|
|
8,951
|
|
||||
Amortization of intangible assets
|
19,236
|
|
|
19,330
|
|
|
38,600
|
|
|
38,020
|
|
||||
Restructuring and asset impairment (benefit) charges
|
(178
|
)
|
|
3,505
|
|
|
1,539
|
|
|
5,682
|
|
||||
Total costs and expenses
|
115,686
|
|
|
119,852
|
|
|
235,752
|
|
|
238,083
|
|
||||
Operating income from continuing operations
|
12,134
|
|
|
17,210
|
|
|
26,093
|
|
|
41,429
|
|
||||
Interest expense
|
(11,715
|
)
|
|
(13,196
|
)
|
|
(24,073
|
)
|
|
(26,759
|
)
|
||||
Interest income and other, net
|
(183
|
)
|
|
1,597
|
|
|
503
|
|
|
1,835
|
|
||||
Income (loss) on interest rate swaps
|
4,399
|
|
|
(4,701
|
)
|
|
(5,319
|
)
|
|
(7,336
|
)
|
||||
Loss on debt extinguishment
|
(20
|
)
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
||||
Income (loss) from continuing operations before income taxes
|
4,615
|
|
|
910
|
|
|
(2,916
|
)
|
|
9,169
|
|
||||
Income tax expense
|
1,277
|
|
|
3,624
|
|
|
9,216
|
|
|
10,200
|
|
||||
Income (loss) from continuing operations, net of tax
|
3,338
|
|
|
(2,714
|
)
|
|
(12,132
|
)
|
|
(1,031
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
74
|
|
|
—
|
|
|
(55,874
|
)
|
||||
Net income (loss)
|
$
|
3,338
|
|
|
$
|
(2,640
|
)
|
|
$
|
(12,132
|
)
|
|
$
|
(56,905
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.61
|
)
|
||||
Basic earnings (loss) per share
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.62
|
)
|
Weighted average shares used in computing basic earnings (loss) per share
|
85,248
|
|
|
91,019
|
|
|
86,767
|
|
|
92,246
|
|
||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.61
|
)
|
||||
Diluted earnings (loss) per share
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.62
|
)
|
Weighted average shares used in computing diluted earnings (loss) per share
|
85,487
|
|
|
91,019
|
|
|
86,767
|
|
|
92,246
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
3,338
|
|
|
$
|
(2,640
|
)
|
|
$
|
(12,132
|
)
|
|
$
|
(56,905
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(666
|
)
|
|
378
|
|
|
(518
|
)
|
|
520
|
|
||||
Unrealized (losses) gains on marketable securities
|
(190
|
)
|
|
25
|
|
|
(46
|
)
|
|
172
|
|
||||
Other comprehensive (loss) income, net of tax
|
(856
|
)
|
|
403
|
|
|
(564
|
)
|
|
692
|
|
||||
Comprehensive income (loss)
|
$
|
2,482
|
|
|
$
|
(2,237
|
)
|
|
$
|
(12,696
|
)
|
|
$
|
(56,213
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(12,132
|
)
|
|
$
|
(56,905
|
)
|
Adjustments to reconcile net loss to net cash provided by operations:
|
|
|
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
55,874
|
|
||
Depreciation
|
8,818
|
|
|
8,951
|
|
||
Amortization of intangible assets
|
38,600
|
|
|
38,020
|
|
||
Amortization of convertible note discount and note issuance costs
|
6,986
|
|
|
8,747
|
|
||
Decrease in fair value of interest rate swaps
|
3,461
|
|
|
7,247
|
|
||
Equity-based compensation
|
22,716
|
|
|
22,160
|
|
||
Deferred income taxes
|
3,747
|
|
|
(4,757
|
)
|
||
Other operating, net
|
3,001
|
|
|
4,233
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(747
|
)
|
|
18,899
|
|
||
Prepaid expenses and other current assets and other long-term assets
|
(1,544
|
)
|
|
(2,180
|
)
|
||
Accounts payable and accrued expenses and other long-term liabilities
|
(7,334
|
)
|
|
(8,398
|
)
|
||
Accrued taxes
|
(380
|
)
|
|
4,668
|
|
||
Deferred revenue
|
556
|
|
|
25,539
|
|
||
Net cash provided by operating activities of continuing operations
|
65,748
|
|
|
122,098
|
|
||
Net cash used in operating activities of discontinued operations
|
(194
|
)
|
|
(1,968
|
)
|
||
Net cash provided by operating activities
|
65,554
|
|
|
120,130
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short- and long-term marketable securities
|
(134,396
|
)
|
|
(138,430
|
)
|
||
Sales or maturities of short- and long-term marketable securities
|
182,376
|
|
|
310,563
|
|
||
Purchases of property and equipment
|
(5,536
|
)
|
|
(10,189
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(5,140
|
)
|
|
(60,707
|
)
|
||
Proceeds from sale of business
|
—
|
|
|
50,298
|
|
||
Other investing, net
|
(53
|
)
|
|
(789
|
)
|
||
Net cash provided by investing activities of continuing operations
|
37,251
|
|
|
150,746
|
|
||
Net cash provided by investing activities of discontinued operations
|
—
|
|
|
—
|
|
||
Net cash provided by investing activities
|
37,251
|
|
|
150,746
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
100,000
|
|
|
—
|
|
||
Payments on revolving credit facility
|
(100,000
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt, net of issuance costs
|
335,616
|
|
|
—
|
|
||
Principal payments on long-term debt
|
(344,490
|
)
|
|
(50,000
|
)
|
||
Proceeds from sale of warrants
|
31,326
|
|
|
—
|
|
||
Payments for purchase of call options
|
(64,825
|
)
|
|
—
|
|
||
Payments for purchase of treasury stock
|
(104,519
|
)
|
|
(123,139
|
)
|
||
Proceeds from exercise of options and employee stock purchase plan
|
5,866
|
|
|
11,638
|
|
||
Net cash used in financing activities of continuing operations
|
(141,026
|
)
|
|
(161,501
|
)
|
||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
—
|
|
||
Net cash used in financing activities
|
(141,026
|
)
|
|
(161,501
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(407
|
)
|
|
251
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(38,628
|
)
|
|
109,626
|
|
||
Cash and cash equivalents at beginning of period
|
154,568
|
|
|
156,487
|
|
||
Cash and cash equivalents at end of period
|
$
|
115,940
|
|
|
$
|
266,113
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
DIRECTV
|
12
|
%
|
|
11
|
%
|
|
12
|
%
|
|
11
|
%
|
Aggregate of Comcast Corporation, DIRECTV and Time Warner Cable Inc.
|
24
|
%
|
|
22
|
%
|
|
23
|
%
|
|
21
|
%
|
|
Three Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2014
|
||||
Net revenue
|
$
|
137,064
|
|
|
$
|
279,517
|
|
Operating income from continuing operations
|
$
|
13,988
|
|
|
$
|
34,828
|
|
Loss from continuing operations, net of tax
|
$
|
(5,937
|
)
|
|
$
|
(7,638
|
)
|
Basic loss per share from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
Diluted loss per share from continuing operations
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
DivX and MainConcept
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,952
|
|
Nowtilus
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||
Income (loss) from operations before tax:
|
|
|
|
|
|
|
|
||||||||
DivX and MainConcept
|
—
|
|
|
—
|
|
|
—
|
|
|
1,873
|
|
||||
Nowtilus
|
—
|
|
|
—
|
|
|
—
|
|
|
(562
|
)
|
||||
Loss on disposal before tax
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(54,648
|
)
|
||||
Income tax benefit (expense)
|
—
|
|
|
220
|
|
|
—
|
|
|
(2,537
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
(55,874
|
)
|
|
June 30, 2015
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
66,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,481
|
|
Cash equivalents - Money market funds
|
49,459
|
|
|
—
|
|
|
—
|
|
|
49,459
|
|
||||
Cash and cash equivalents
|
$
|
115,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,940
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
$
|
10,584
|
|
Corporate debt securities
|
85,077
|
|
|
10
|
|
|
(125
|
)
|
|
84,962
|
|
||||
Foreign government obligations
|
12,030
|
|
|
—
|
|
|
(32
|
)
|
|
11,998
|
|
||||
U.S. Treasuries / Agencies
|
157,925
|
|
|
49
|
|
|
(89
|
)
|
|
157,885
|
|
||||
Marketable securities
|
$
|
265,832
|
|
|
$
|
59
|
|
|
$
|
(462
|
)
|
|
$
|
265,429
|
|
Total cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
381,369
|
|
|
December 31, 2014
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
63,622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,622
|
|
Cash equivalents - Money market funds
|
90,946
|
|
|
—
|
|
|
—
|
|
|
90,946
|
|
||||
Cash and cash equivalents
|
$
|
154,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,568
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
|
$
|
10,638
|
|
Corporate debt securities
|
98,379
|
|
|
13
|
|
|
(116
|
)
|
|
98,276
|
|
||||
Foreign government obligations
|
10,551
|
|
|
—
|
|
|
(4
|
)
|
|
10,547
|
|
||||
U.S. Treasuries / Agencies
|
195,077
|
|
|
37
|
|
|
(123
|
)
|
|
194,991
|
|
||||
Marketable securities
|
$
|
314,807
|
|
|
$
|
50
|
|
|
$
|
(405
|
)
|
|
$
|
314,452
|
|
Total cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
469,020
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in 1 year or less
|
$
|
100,928
|
|
|
$
|
100,896
|
|
Due in 1-2 years
|
153,934
|
|
|
153,784
|
|
||
Due in more than 2 years
|
10,970
|
|
|
10,749
|
|
||
Total
|
$
|
265,832
|
|
|
$
|
265,429
|
|
|
|
June 30, 2015
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
49,459
|
|
|
$
|
49,459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Corporate debt securities
|
49,574
|
|
|
—
|
|
|
49,574
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
51,322
|
|
|
—
|
|
|
51,322
|
|
|
—
|
|
||||
|
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Auction rate securities
|
10,584
|
|
|
—
|
|
|
—
|
|
|
10,584
|
|
||||
|
Corporate debt securities
|
35,388
|
|
|
—
|
|
|
35,388
|
|
|
—
|
|
||||
|
Foreign government obligations
|
11,998
|
|
|
—
|
|
|
11,998
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
106,563
|
|
|
—
|
|
|
106,563
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
314,888
|
|
|
$
|
49,459
|
|
|
$
|
254,845
|
|
|
$
|
10,584
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
|
Veveo contingent consideration
|
$
|
(860
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(860
|
)
|
|
Interest rate swaps
|
(1,394
|
)
|
|
—
|
|
|
(1,394
|
)
|
|
—
|
|
||||
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps
|
(18,855
|
)
|
|
—
|
|
|
(18,855
|
)
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
(21,109
|
)
|
|
$
|
—
|
|
|
$
|
(20,249
|
)
|
|
$
|
(860
|
)
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
90,946
|
|
|
$
|
90,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Corporate debt securities
|
73,499
|
|
|
—
|
|
|
73,499
|
|
|
—
|
|
||||
|
Foreign government obligations
|
9,534
|
|
|
—
|
|
|
9,534
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
100,041
|
|
|
—
|
|
|
100,041
|
|
|
—
|
|
||||
|
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Auction rate securities
|
10,638
|
|
|
—
|
|
|
—
|
|
|
10,638
|
|
||||
|
Corporate debt securities
|
24,777
|
|
|
—
|
|
|
24,777
|
|
|
—
|
|
||||
|
Foreign government obligations
|
1,013
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
94,950
|
|
|
—
|
|
|
94,950
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
405,398
|
|
|
$
|
90,946
|
|
|
$
|
303,814
|
|
|
$
|
10,638
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
|
IntegralReach contingent consideration
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,000
|
)
|
|
Veveo contingent consideration
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
||||
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps (1)
|
(16,788
|
)
|
|
—
|
|
|
(16,788
|
)
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
(22,788
|
)
|
|
$
|
—
|
|
|
$
|
(16,788
|
)
|
|
$
|
(6,000
|
)
|
(1)
|
As of
December 31, 2014
, the fair value of interest rate swaps in an asset position was
$5.8 million
and in a liability position was
$22.6 million
. These amounts have been recorded on a net basis in the
Condensed Consolidated Balance Sheets
.
|
|
Three Months Ended June 30, 2015
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||
|
Auction rate securities
|
|
Veveo contingent consideration
|
|
Auction rate securities
|
|
IntegralReach contingent consideration
|
|
Veveo contingent consideration
|
||||||||||
Balance at beginning of period
|
$
|
10,638
|
|
|
$
|
(3,000
|
)
|
|
$
|
15,049
|
|
|
$
|
(3,000
|
)
|
|
$
|
(5,700
|
)
|
Settlements
|
—
|
|
|
2,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized (loss) gain included in accumulated other comprehensive loss
|
(54
|
)
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|||||
Balance at end of period
|
$
|
10,584
|
|
|
$
|
(860
|
)
|
|
$
|
15,145
|
|
|
$
|
(3,000
|
)
|
|
$
|
(5,700
|
)
|
|
Six Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||||
|
Auction rate securities
|
|
IntegralReach contingent consideration
|
|
Veveo contingent consideration
|
|
Auction rate securities
|
|
IntegralReach contingent consideration
|
|
Veveo contingent consideration
|
||||||||||||
Balance at beginning of period
|
$
|
10,638
|
|
|
$
|
(3,000
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
14,903
|
|
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,700
|
)
|
||||||
Settlements
|
—
|
|
|
3,000
|
|
|
2,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized (loss) gain included in accumulated other comprehensive loss
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
10,584
|
|
|
$
|
—
|
|
|
$
|
(860
|
)
|
|
$
|
15,145
|
|
|
$
|
(3,000
|
)
|
|
$
|
(5,700
|
)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (1)
|
|
Carrying Amount
|
|
Fair Value (1)
|
||||||||
2020 Convertible Notes
|
$
|
284,957
|
|
|
$
|
315,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A Facility
|
74,666
|
|
|
73,875
|
|
|
124,580
|
|
|
120,000
|
|
||||
Term Loan B Facility
|
689,959
|
|
|
680,873
|
|
|
693,227
|
|
|
679,958
|
|
||||
2040 Convertible Notes
|
—
|
|
|
—
|
|
|
289,125
|
|
|
291,354
|
|
||||
Total
|
$
|
1,049,582
|
|
|
$
|
1,070,423
|
|
|
$
|
1,106,932
|
|
|
$
|
1,091,312
|
|
(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 or an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering its own credit risk. If reported at fair value in the
Condensed Consolidated Balance Sheets
, debt issued by the Company would be classified in Level 2 of the fair value hierarchy.
|
|
|
Balance at
Beginning of Period |
|
Foreign Currency Translation
|
|
Balance at End
of Period |
||||||
Intellectual Property Licensing
|
|
$
|
1,184,500
|
|
|
$
|
—
|
|
|
$
|
1,184,500
|
|
Product
|
|
159,152
|
|
|
(109
|
)
|
|
159,043
|
|
|||
Total
|
|
$
|
1,343,652
|
|
|
$
|
(109
|
)
|
|
$
|
1,343,543
|
|
|
June 30, 2015
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Developed technology and patents
|
$
|
875,187
|
|
|
$
|
(478,109
|
)
|
|
$
|
397,078
|
|
Existing contracts and customer relationships
|
47,524
|
|
|
(34,492
|
)
|
|
13,032
|
|
|||
Content databases and other
|
58,720
|
|
|
(43,966
|
)
|
|
14,754
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total
|
$
|
989,731
|
|
|
$
|
(564,867
|
)
|
|
$
|
424,864
|
|
|
|
|
|
|
|
||||||
|
December 31, 2014
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Developed technology and patents
|
$
|
875,187
|
|
|
$
|
(443,986
|
)
|
|
$
|
431,201
|
|
Existing contracts and customer relationships
|
47,524
|
|
|
(32,010
|
)
|
|
15,514
|
|
|||
Content databases and other
|
58,638
|
|
|
(42,005
|
)
|
|
16,633
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total
|
$
|
989,649
|
|
|
$
|
(526,301
|
)
|
|
$
|
463,348
|
|
Remainder of 2015
|
$
|
38,370
|
|
2016
|
75,300
|
|
|
2017
|
73,107
|
|
|
2018
|
69,698
|
|
|
2019
|
67,875
|
|
|
Thereafter
|
100,514
|
|
|
Total
|
$
|
424,864
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Present value of future minimum lease payments for abandoned office space
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
1,499
|
|
|
$
|
1,496
|
|
Severance
|
(178
|
)
|
|
1,521
|
|
|
40
|
|
|
2,947
|
|
||||
Asset impairment
|
—
|
|
|
763
|
|
|
—
|
|
|
1,016
|
|
||||
Contract termination
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
||||
Restructuring and asset impairment (benefit) charges
|
$
|
(178
|
)
|
|
$
|
3,505
|
|
|
$
|
1,539
|
|
|
$
|
5,682
|
|
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||
|
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
|
|
$
|
284,957
|
|
|
$
|
—
|
|
$
|
—
|
|
Term Loan Facility A
|
Variable
|
July 2, 2014
|
July 2, 2019
|
75,000
|
|
74,666
|
|
|
125,000
|
|
124,580
|
|
||||
Term Loan Facility B
|
Variable
|
July 2, 2014
|
July 2, 2021
|
693,000
|
|
689,959
|
|
|
696,500
|
|
693,227
|
|
||||
2040 Convertible Notes
|
2.625%
|
March 17, 2010
|
February 15, 2040
|
—
|
|
—
|
|
|
290,990
|
|
289,125
|
|
||||
Total Long-term debt
|
|
|
|
$
|
1,113,000
|
|
1,049,582
|
|
|
$
|
1,112,490
|
|
1,106,932
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
7,000
|
|
|
|
302,375
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
1,042,582
|
|
|
|
$
|
804,557
|
|
•
|
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 the Company’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 the Company’s common stock and the conversion rate on each such trading day; or
|
•
|
on the occurrence of specified corporate events.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Liability Component
|
|
|
|
||||
Principal outstanding
|
$
|
345,000
|
|
|
$
|
—
|
|
Less: Unamortized debt discount
|
60,043
|
|
|
—
|
|
||
Carrying amount
|
$
|
284,957
|
|
|
$
|
—
|
|
|
|
|
|
||||
Equity Component
|
$
|
63,854
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Stated interest
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
575
|
|
|
$
|
—
|
|
Amortization of debt discount
|
2,864
|
|
|
—
|
|
|
3,811
|
|
|
—
|
|
||||
Total interest expense
|
$
|
3,295
|
|
|
$
|
—
|
|
|
$
|
4,386
|
|
|
$
|
—
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Principal outstanding
|
$
|
—
|
|
|
$
|
290,990
|
|
Less: Unamortized debt discount
|
—
|
|
|
1,865
|
|
||
Carrying amount
|
$
|
—
|
|
|
$
|
289,125
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Stated interest
|
$
|
25
|
|
|
$
|
1,910
|
|
|
$
|
1,114
|
|
|
$
|
3,819
|
|
Amortization of debt discount
|
—
|
|
|
3,454
|
|
|
1,865
|
|
|
6,845
|
|
||||
Total interest expense
|
$
|
25
|
|
|
$
|
5,364
|
|
|
$
|
2,979
|
|
|
$
|
10,664
|
|
Remainder of 2015
|
$
|
3,500
|
|
2016
|
7,000
|
|
|
2017
|
7,000
|
|
|
2018
|
7,000
|
|
|
2019 (1)
|
427,000
|
|
|
Thereafter
|
661,500
|
|
|
Total
|
$
|
1,113,000
|
|
(1)
|
Aggregate future principal payments on the
2020 Convertible Notes
have been included based on the date they 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.
|
Contract Inception
|
Contract Effective Date
|
Contract Maturity
|
Notional
|
Interest Rate Paid
|
Interest Rate Received
|
||
2040 Convertible Notes
|
|
|
|
|
|||
March 2010
|
March 2010
|
February 2015
|
$
|
460,000
|
|
(1)
|
2.625%
|
November 2010
|
August 2010
|
February 2015
|
460,000
|
|
(2)
|
(3)
|
|
Senior Secured Credit Facility
|
|
|
|
||||
May 2012
|
January 2014
|
January 2016
|
197,000
|
|
(4)
|
One month USD-LIBOR
|
|
May 2012
|
April 2014
|
March 2017
|
215,000
|
|
(5)
|
One month USD-LIBOR
|
|
June 2013
|
January 2016
|
March 2019
|
250,000
|
|
2.23%
|
One month USD-LIBOR
|
|
September 2014
|
January 2016
|
July 2021
|
125,000
|
|
2.66%
|
One month USD-LIBOR
|
|
September 2014
|
March 2017
|
July 2021
|
200,000
|
|
2.93%
|
One month USD-LIBOR
|
(1)
|
The Company paid a
weighted average of six month USD-LIBOR
minus
0.342%
, set in arrears.
|
(2)
|
The Company paid a fixed interest rate which gradually increased from
0.203%
for the
six-month settlement period ended in February 2011
to
2.619%
for the
six-month settlement period ended February 2015
.
|
(3)
|
The Company receives a
weighted average of six month USD-LIBOR
minus
0.342%
, set in arrears.
|
(4)
|
The Company pays a fixed interest rate which gradually increases from
0.58%
for the
three-month settlement period ended in June 2014
to
1.65%
for the settlement period ending in
January 2016
.
|
(5)
|
The Company pays a fixed interest rate which gradually increases from
0.65%
for the
three-month settlement period ended in June 2014
to
2.11%
for the settlement period ending in
March 2017
.
|
Remainder of 2015
|
$
|
10,651
|
|
2016
|
17,799
|
|
|
2017
|
13,264
|
|
|
2018
|
11,863
|
|
|
2019
|
10,023
|
|
|
Thereafter
|
42,963
|
|
|
Gross future minimum lease payments
|
$
|
106,563
|
|
Less: Sublease revenues
|
(9,372
|
)
|
|
Net future minimum lease payments
|
$
|
97,191
|
|
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances as of March 31, 2015
|
|
130,955
|
|
|
$
|
131
|
|
|
(42,191
|
)
|
|
$
|
(1,083,216
|
)
|
|
$
|
2,386,207
|
|
|
$
|
(5,015
|
)
|
|
$
|
(230,629
|
)
|
|
$
|
1,067,478
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,338
|
|
|
3,338
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(856
|
)
|
|
|
|
(856
|
)
|
||||||||||||
Issuance of common stock upon exercise of options
|
|
12
|
|
|
—
|
|
|
|
|
|
|
185
|
|
|
|
|
|
|
185
|
|
||||||||||
Cancellation of restricted stock, net
|
|
(211
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
|
10,653
|
|
|
|
|
|
|
10,653
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
24
|
|
||||||||||||
Stock repurchases
|
|
|
|
|
|
(1,707
|
)
|
|
(30,170
|
)
|
|
|
|
|
|
|
|
(30,170
|
)
|
|||||||||||
Balances as of June 30, 2015
|
|
130,756
|
|
|
$
|
131
|
|
|
(43,898)
|
|
|
$
|
(1,113,386
|
)
|
|
$
|
2,397,069
|
|
|
$
|
(5,871
|
)
|
|
$
|
(227,291
|
)
|
|
$
|
1,050,652
|
|
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances as of March 31, 2014
|
|
130,303
|
|
|
$
|
128
|
|
|
(35,570
|
)
|
|
$
|
(939,833
|
)
|
|
$
|
2,300,148
|
|
|
$
|
(3,710
|
)
|
|
$
|
(199,680
|
)
|
|
$
|
1,157,053
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,640
|
)
|
|
(2,640
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
403
|
|
||||||||||||
Issuance of common stock upon exercise of options
|
|
84
|
|
|
1
|
|
|
|
|
|
|
1,399
|
|
|
|
|
|
|
1,400
|
|
||||||||||
Issuance of restricted stock, net
|
|
20
|
|
|
1
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
|
11,991
|
|
|
|
|
|
|
11,991
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
233
|
|
|
|
|
|
|
233
|
|
||||||||||||
Balances as of June 30, 2014
|
|
130,407
|
|
|
$
|
130
|
|
|
(35,570)
|
|
|
$
|
(939,833
|
)
|
|
$
|
2,313,770
|
|
|
$
|
(3,307
|
)
|
|
$
|
(202,320
|
)
|
|
$
|
1,168,440
|
|
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances as of December 31, 2014
|
|
130,627
|
|
|
$
|
131
|
|
|
(38,898
|
)
|
|
$
|
(1,013,218
|
)
|
|
$
|
2,339,817
|
|
|
$
|
(5,307
|
)
|
|
$
|
(215,159
|
)
|
|
$
|
1,106,264
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,132
|
)
|
|
(12,132
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(564
|
)
|
|
|
|
(564
|
)
|
||||||||||||
Issuance of common stock upon exercise of options
|
|
73
|
|
|
—
|
|
|
|
|
|
|
1,293
|
|
|
|
|
|
|
1,293
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
|
253
|
|
|
—
|
|
|
|
|
|
|
4,573
|
|
|
|
|
|
|
4,573
|
|
||||||||||
Cancellation of restricted stock, net
|
|
(197
|
)
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
|
22,716
|
|
|
|
|
|
|
22,716
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
52
|
|
||||||||||||
Equity component related to issuance of 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
|
63,854
|
|
|
|
|
|
|
63,854
|
|
||||||||||||
Equity component related to 2020 Convertible Notes issuance costs
|
|
|
|
|
|
|
|
|
|
(1,737
|
)
|
|
|
|
|
|
(1,737
|
)
|
||||||||||||
Issuance of warrants related to 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
|
31,326
|
|
|
|
|
|
|
31,326
|
|
||||||||||||
Purchase of call options related to 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
|
(64,825
|
)
|
|
|
|
|
|
(64,825
|
)
|
||||||||||||
Stock repurchases
|
|
|
|
|
|
(5,000
|
)
|
|
(100,168
|
)
|
|
|
|
|
|
|
|
(100,168
|
)
|
|||||||||||
Balances as of June 30, 2015
|
|
130,756
|
|
|
$
|
131
|
|
|
(43,898)
|
|
|
$
|
(1,113,386
|
)
|
|
$
|
2,397,069
|
|
|
$
|
(5,871
|
)
|
|
$
|
(227,291
|
)
|
|
$
|
1,050,652
|
|
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in capital
|
|
Accumulated other comprehensive loss
|
|
Accumulated deficit
|
|
Total stockholders’ equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances as of December 31, 2013
|
|
128,351
|
|
|
$
|
128
|
|
|
(30,570
|
)
|
|
$
|
(816,694
|
)
|
|
$
|
2,279,196
|
|
|
$
|
(3,999
|
)
|
|
$
|
(145,415
|
)
|
|
$
|
1,313,216
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,905
|
)
|
|
(56,905
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
692
|
|
|
|
|
692
|
|
||||||||||||
Issuance of common stock upon exercise of options
|
|
215
|
|
|
1
|
|
|
|
|
|
|
3,450
|
|
|
|
|
|
|
3,451
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
|
692
|
|
|
—
|
|
|
|
|
|
|
8,188
|
|
|
|
|
|
|
8,188
|
|
||||||||||
Issuance of restricted stock, net
|
|
1,149
|
|
|
1
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
|
22,847
|
|
|
|
|
|
|
22,847
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
90
|
|
||||||||||||
Stock repurchases
|
|
|
|
|
|
(5,000
|
)
|
|
(123,139
|
)
|
|
|
|
|
|
|
|
(123,139
|
)
|
|||||||||||
Balances as of June 30, 2014
|
|
130,407
|
|
|
$
|
130
|
|
|
(35,570)
|
|
|
$
|
(939,833
|
)
|
|
$
|
2,313,770
|
|
|
$
|
(3,307
|
)
|
|
$
|
(202,320
|
)
|
|
$
|
1,168,440
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average shares used to calculate Basic EPS
|
85,248
|
|
|
91,019
|
|
|
86,767
|
|
|
92,246
|
|
Dilutive effect of employee equity incentive plans
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average shares used to calculate Diluted EPS
|
85,487
|
|
|
91,019
|
|
|
86,767
|
|
|
92,246
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Stock options
|
4,070
|
|
|
4,677
|
|
|
4,291
|
|
|
4,666
|
|
Restricted stock and restricted stock units
|
2,007
|
|
|
3,199
|
|
|
2,914
|
|
|
3,186
|
|
2020 Convertible Notes (1)
|
11,936
|
|
|
—
|
|
|
7,781
|
|
|
—
|
|
2040 Convertible Notes (1)
|
76
|
|
|
6,144
|
|
|
1,752
|
|
|
6,144
|
|
Total weighted average potential shares excluded from the calculation of Diluted EPS
|
18,089
|
|
|
14,020
|
|
|
16,738
|
|
|
13,996
|
|
(1)
|
See Note 8 for additional details.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||
Options:
|
|
|
|
|
|
|
|
|||
Expected volatility
|
N/A
|
|
47
|
%
|
|
45
|
%
|
|
48
|
%
|
Expected term
|
N/A
|
|
4.0 years
|
|
|
4.0 years
|
|
|
4.0 years
|
|
Risk-free interest rate
|
N/A
|
|
1.2
|
%
|
|
1.3
|
%
|
|
1.1
|
%
|
Expected dividend yield
|
N/A
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
ESPP:
|
|
|
|
|
|
|
|
|||
Expected volatility
|
N/A
|
|
N/A
|
|
|
35
|
%
|
|
41
|
%
|
Expected term
|
N/A
|
|
N/A
|
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
|
0.4
|
%
|
|
0.2
|
%
|
Expected dividend yield
|
N/A
|
|
N/A
|
|
|
0
|
%
|
|
0
|
%
|
Restricted Stock Units subject to a Market Condition:
|
|
|
|
|
|
|
|
|||
Expected volatility
|
N/A
|
|
N/A
|
|
|
41
|
%
|
|
N/A
|
|
Expected term
|
N/A
|
|
N/A
|
|
|
3.0 years
|
|
|
N/A
|
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
|
1.0
|
%
|
|
N/A
|
|
Expected dividend yield
|
N/A
|
|
N/A
|
|
|
0
|
%
|
|
N/A
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Options
|
N/A
|
|
|
$
|
8.82
|
|
|
$
|
9.05
|
|
|
$
|
9.01
|
|
|
ESPP
|
N/A
|
|
|
N/A
|
|
|
$
|
6.94
|
|
|
$
|
6.62
|
|
||
Restricted stock and restricted stock units
|
$
|
17.62
|
|
|
$
|
22.06
|
|
|
$
|
23.96
|
|
|
$
|
24.56
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Foreign withholding tax
|
$
|
3,525
|
|
|
$
|
4,954
|
|
|
$
|
6,657
|
|
|
$
|
9,734
|
|
Reserves for uncertain tax positions
|
215
|
|
|
565
|
|
|
(18
|
)
|
|
3,155
|
|
||||
Change in net deferred tax liabilities
|
260
|
|
|
(1,508
|
)
|
|
3,633
|
|
|
(2,943
|
)
|
||||
State income tax (benefit) expense
|
(3,195
|
)
|
|
(606
|
)
|
|
(2,182
|
)
|
|
228
|
|
||||
Foreign income taxes
|
472
|
|
|
219
|
|
|
1,126
|
|
|
26
|
|
||||
Income tax expense
|
$
|
1,277
|
|
|
$
|
3,624
|
|
|
$
|
9,216
|
|
|
$
|
10,200
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Intellectual Property Licensing:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
69,732
|
|
|
$
|
72,684
|
|
|
$
|
134,751
|
|
|
$
|
145,610
|
|
Adjusted Operating Expenses (1)
|
15,405
|
|
|
15,015
|
|
|
32,020
|
|
|
34,972
|
|
||||
Adjusted EBITDA (2)
|
54,327
|
|
|
57,669
|
|
|
102,731
|
|
|
110,638
|
|
||||
Product:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
58,088
|
|
|
64,378
|
|
|
127,094
|
|
|
133,902
|
|
||||
Adjusted Operating Expenses (1)
|
49,012
|
|
|
51,040
|
|
|
101,148
|
|
|
99,979
|
|
||||
Adjusted EBITDA (2)
|
9,076
|
|
|
13,338
|
|
|
25,946
|
|
|
33,923
|
|
||||
Corporate:
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Expenses (1)
|
13,169
|
|
|
13,222
|
|
|
26,565
|
|
|
26,480
|
|
||||
Adjusted EBITDA (2)
|
(13,169
|
)
|
|
(13,222
|
)
|
|
(26,565
|
)
|
|
(26,480
|
)
|
||||
Consolidated:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
127,820
|
|
|
137,062
|
|
|
261,845
|
|
|
279,512
|
|
||||
Adjusted Operating Expenses (1)
|
77,586
|
|
|
79,277
|
|
|
159,733
|
|
|
161,431
|
|
||||
Adjusted EBITDA (2)
|
50,234
|
|
|
57,785
|
|
|
102,112
|
|
|
118,081
|
|
||||
Depreciation
|
4,448
|
|
|
4,550
|
|
|
8,818
|
|
|
8,951
|
|
||||
Amortization of intangible assets
|
19,236
|
|
|
19,330
|
|
|
38,600
|
|
|
38,020
|
|
||||
Restructuring and asset impairment (benefit) charges
|
(178
|
)
|
|
3,505
|
|
|
1,539
|
|
|
5,682
|
|
||||
Equity-based compensation
|
10,653
|
|
|
11,980
|
|
|
22,716
|
|
|
22,160
|
|
||||
Contested proxy election costs
|
3,941
|
|
|
—
|
|
|
4,346
|
|
|
—
|
|
||||
Transaction, transition and integration expenses
|
—
|
|
|
1,210
|
|
|
—
|
|
|
1,839
|
|
||||
Operating income from continuing operations
|
12,134
|
|
|
17,210
|
|
|
26,093
|
|
|
41,429
|
|
||||
Interest expense
|
(11,715
|
)
|
|
(13,196
|
)
|
|
(24,073
|
)
|
|
(26,759
|
)
|
||||
Interest income and other, net
|
(183
|
)
|
|
1,597
|
|
|
503
|
|
|
1,835
|
|
||||
Income (loss) on interest rate swaps
|
4,399
|
|
|
(4,701
|
)
|
|
(5,319
|
)
|
|
(7,336
|
)
|
||||
Loss on debt extinguishment
|
(20
|
)
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
4,615
|
|
|
$
|
910
|
|
|
$
|
(2,916
|
)
|
|
$
|
9,169
|
|
(1)
|
Adjusted Operating Expenses is defined as operating expenses excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, contested proxy election costs, transaction, transition and integration expenses and changes in contingent consideration.
|
(2)
|
Adjusted EBITDA is defined as operating income excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, contested proxy election costs, transaction, transition and integration expenses and changes in contingent consideration.
|
•
|
generating $39.7 million in operating cash flow from continuing operations,
|
•
|
making a voluntary principal prepayment of
$50.0 million
on our term loan A facility (the “
Term Loan A Facility
") and
|
•
|
repurchasing the remaining
$3.6 million
of par value of our
2.625%
Convertible Senior Notes due in 2040 (the “
2040 Convertible Notes
”).
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Revenues
|
|
$
|
127,820
|
|
|
$
|
137,062
|
|
|
$
|
(9,242
|
)
|
|
(7
|
)%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenues, excluding amortization of intangible assets
|
|
25,669
|
|
|
26,040
|
|
|
(371
|
)
|
|
(1
|
)%
|
|||
Research and development
|
|
27,017
|
|
|
28,933
|
|
|
(1,916
|
)
|
|
(7
|
)%
|
|||
Selling, general and administrative
|
|
39,494
|
|
|
37,494
|
|
|
2,000
|
|
|
5
|
%
|
|||
Depreciation
|
|
4,448
|
|
|
4,550
|
|
|
(102
|
)
|
|
(2
|
)%
|
|||
Amortization of intangible assets
|
|
19,236
|
|
|
19,330
|
|
|
(94
|
)
|
|
—
|
%
|
|||
Restructuring and asset impairment (benefit) charges
|
|
(178
|
)
|
|
3,505
|
|
|
(3,683
|
)
|
|
(105
|
)%
|
|||
Total costs and expenses
|
|
115,686
|
|
|
119,852
|
|
|
(4,166
|
)
|
|
(3
|
)%
|
|||
Operating income from continuing operations
|
|
12,134
|
|
|
17,210
|
|
|
(5,076
|
)
|
|
(29
|
)%
|
|||
Interest expense
|
|
(11,715
|
)
|
|
(13,196
|
)
|
|
1,481
|
|
|
(11
|
)%
|
|||
Interest income and other, net
|
|
(183
|
)
|
|
1,597
|
|
|
(1,780
|
)
|
|
(111
|
)%
|
|||
Income (loss) on interest rate swaps
|
|
4,399
|
|
|
(4,701
|
)
|
|
9,100
|
|
|
(194
|
)%
|
|||
Loss on debt extinguishment
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
NA
|
|
|||
Income from continuing operations before income taxes
|
|
4,615
|
|
|
910
|
|
|
3,705
|
|
|
407
|
%
|
|||
Income tax expense
|
|
1,277
|
|
|
3,624
|
|
|
(2,347
|
)
|
|
(65
|
)%
|
|||
Income (loss) from continuing operations, net of tax
|
|
3,338
|
|
|
(2,714
|
)
|
|
6,052
|
|
|
(223
|
)%
|
|||
Income from discontinued operations, net of tax
|
|
—
|
|
|
74
|
|
|
(74
|
)
|
|
(100
|
)%
|
|||
Net income (loss)
|
|
$
|
3,338
|
|
|
$
|
(2,640
|
)
|
|
$
|
5,978
|
|
|
(226
|
)%
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Revenues
|
|
$
|
261,845
|
|
|
$
|
279,512
|
|
|
$
|
(17,667
|
)
|
|
(6
|
)%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenues, excluding amortization of intangible assets
|
|
53,799
|
|
|
58,536
|
|
|
(4,737
|
)
|
|
(8
|
)%
|
|||
Research and development
|
|
55,142
|
|
|
54,490
|
|
|
652
|
|
|
1
|
%
|
|||
Selling, general and administrative
|
|
77,854
|
|
|
72,404
|
|
|
5,450
|
|
|
8
|
%
|
|||
Depreciation
|
|
8,818
|
|
|
8,951
|
|
|
(133
|
)
|
|
(1
|
)%
|
|||
Amortization of intangible assets
|
|
38,600
|
|
|
38,020
|
|
|
580
|
|
|
2
|
%
|
|||
Restructuring and asset impairment charges
|
|
1,539
|
|
|
5,682
|
|
|
(4,143
|
)
|
|
(73
|
)%
|
|||
Total costs and expenses
|
|
235,752
|
|
|
238,083
|
|
|
(2,331
|
)
|
|
(1
|
)%
|
|||
Operating income from continuing operations
|
|
26,093
|
|
|
41,429
|
|
|
(15,336
|
)
|
|
(37
|
)%
|
|||
Interest expense
|
|
(24,073
|
)
|
|
(26,759
|
)
|
|
2,686
|
|
|
(10
|
)%
|
|||
Interest income and other, net
|
|
503
|
|
|
1,835
|
|
|
(1,332
|
)
|
|
(73
|
)%
|
|||
Loss on interest rate swaps
|
|
(5,319
|
)
|
|
(7,336
|
)
|
|
2,017
|
|
|
(27
|
)%
|
|||
Loss on debt extinguishment
|
|
(120
|
)
|
|
—
|
|
|
(120
|
)
|
|
NA
|
|
|||
(Loss) income from continuing operations before income taxes
|
|
(2,916
|
)
|
|
9,169
|
|
|
(12,085
|
)
|
|
(132
|
)%
|
|||
Income tax expense
|
|
9,216
|
|
|
10,200
|
|
|
(984
|
)
|
|
(10
|
)%
|
|||
Loss from continuing operations, net of tax
|
|
(12,132
|
)
|
|
(1,031
|
)
|
|
(11,101
|
)
|
|
1,077
|
%
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(55,874
|
)
|
|
55,874
|
|
|
(100
|
)%
|
|||
Net loss
|
|
$
|
(12,132
|
)
|
|
$
|
(56,905
|
)
|
|
$
|
44,773
|
|
|
(79
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
51,301
|
|
|
$
|
49,762
|
|
|
$
|
1,539
|
|
|
3
|
%
|
Consumer Electronics
|
18,431
|
|
|
22,922
|
|
|
(4,491
|
)
|
|
(20
|
)%
|
|||
Intellectual Property Licensing Revenues
|
69,732
|
|
|
72,684
|
|
|
(2,952
|
)
|
|
(4
|
)%
|
|||
Adjusted Operating Expenses
|
15,405
|
|
|
15,015
|
|
|
390
|
|
|
3
|
%
|
|||
Adjusted EBITDA
|
$
|
54,327
|
|
|
$
|
57,669
|
|
|
$
|
(3,342
|
)
|
|
(6
|
)%
|
Adjusted EBITDA Margin
|
77.9
|
%
|
|
79.3
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
98,454
|
|
|
$
|
99,842
|
|
|
$
|
(1,388
|
)
|
|
(1
|
)%
|
Consumer Electronics
|
36,297
|
|
|
45,768
|
|
|
(9,471
|
)
|
|
(21
|
)%
|
|||
Intellectual Property Licensing Revenues
|
134,751
|
|
|
145,610
|
|
|
(10,859
|
)
|
|
(7
|
)%
|
|||
Adjusted Operating Expenses
|
32,020
|
|
|
34,972
|
|
|
(2,952
|
)
|
|
(8
|
)%
|
|||
Adjusted EBITDA
|
$
|
102,731
|
|
|
$
|
110,638
|
|
|
$
|
(7,907
|
)
|
|
(7
|
)%
|
Adjusted EBITDA Margin
|
76.2
|
%
|
|
76.0
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
50,298
|
|
|
$
|
54,291
|
|
|
$
|
(3,993
|
)
|
|
(7
|
)%
|
Consumer Electronics
|
5,368
|
|
|
5,559
|
|
|
(191
|
)
|
|
(3
|
)%
|
|||
Other
|
2,422
|
|
|
4,528
|
|
|
(2,106
|
)
|
|
(47
|
)%
|
|||
Product Revenues
|
58,088
|
|
|
64,378
|
|
|
(6,290
|
)
|
|
(10
|
)%
|
|||
Adjusted Operating Expenses
|
49,012
|
|
|
51,040
|
|
|
(2,028
|
)
|
|
(4
|
)%
|
|||
Adjusted EBITDA
|
$
|
9,076
|
|
|
$
|
13,338
|
|
|
$
|
(4,262
|
)
|
|
(32
|
)%
|
Adjusted EBITDA Margin
|
15.6
|
%
|
|
20.7
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
101,323
|
|
|
$
|
102,812
|
|
|
$
|
(1,489
|
)
|
|
(1
|
)%
|
Consumer Electronics
|
10,761
|
|
|
11,687
|
|
|
(926
|
)
|
|
(8
|
)%
|
|||
Other
|
15,010
|
|
|
19,403
|
|
|
(4,393
|
)
|
|
(23
|
)%
|
|||
Product Revenues
|
127,094
|
|
|
133,902
|
|
|
(6,808
|
)
|
|
(5
|
)%
|
|||
Adjusted Operating Expenses
|
101,148
|
|
|
99,979
|
|
|
1,169
|
|
|
1
|
%
|
|||
Adjusted EBITDA
|
$
|
25,946
|
|
|
$
|
33,923
|
|
|
$
|
(7,977
|
)
|
|
(24
|
)%
|
Adjusted EBITDA Margin
|
20.4
|
%
|
|
25.3
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
||||||
Adjusted Operating Expenses
|
$
|
13,169
|
|
|
$
|
13,222
|
|
|
(53
|
)
|
|
—
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
||||||
Adjusted Operating Expenses
|
$
|
26,565
|
|
|
$
|
26,480
|
|
|
85
|
|
|
—
|
%
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
|
$
|
65,748
|
|
|
$
|
122,098
|
|
|
$
|
(56,350
|
)
|
|
(46
|
)%
|
Net cash provided by investing activities
|
|
37,251
|
|
|
150,746
|
|
|
(113,495
|
)
|
|
(75
|
)%
|
|||
Net cash used in financing activities
|
|
(141,026
|
)
|
|
(161,501
|
)
|
|
20,475
|
|
|
(13
|
)%
|
|||
Net cash used in discontinued operations
|
|
(194
|
)
|
|
(1,968
|
)
|
|
1,774
|
|
|
(90
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(407
|
)
|
|
251
|
|
|
(658
|
)
|
|
(262
|
)%
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(38,628
|
)
|
|
$
|
109,626
|
|
|
$
|
(148,254
|
)
|
|
(135
|
)%
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
$
|
345,000
|
|
|
$
|
284,957
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan Facility A
|
75,000
|
|
|
74,666
|
|
|
125,000
|
|
|
124,580
|
|
||||
Term Loan Facility B
|
693,000
|
|
|
689,959
|
|
|
696,500
|
|
|
693,227
|
|
||||
2040 Convertible Notes
|
—
|
|
|
—
|
|
|
290,990
|
|
|
289,125
|
|
||||
Total
|
$
|
1,113,000
|
|
|
$
|
1,049,582
|
|
|
$
|
1,112,490
|
|
|
$
|
1,106,932
|
|
•
|
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 our 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 our common stock and the conversion rate on each such trading day; or
|
•
|
on the occurrence of specified corporate events.
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remainder of 2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
Thereafter
|
||||||||||
Long-term debt (1)
|
|
$
|
1,113,000
|
|
|
$
|
3,500
|
|
|
$
|
14,000
|
|
|
$
|
434,000
|
|
|
$
|
661,500
|
|
Interest on long-term debt (1)
|
|
172,360
|
|
|
15,399
|
|
|
60,456
|
|
|
58,133
|
|
|
38,372
|
|
|||||
Operating lease commitments
|
|
106,563
|
|
|
10,651
|
|
|
31,063
|
|
|
21,886
|
|
|
42,963
|
|
|||||
|
|
$
|
1,391,923
|
|
|
$
|
29,550
|
|
|
$
|
105,519
|
|
|
$
|
514,019
|
|
|
$
|
742,835
|
|
(1)
|
The
2020 Convertible Notes
are presented based on the date they 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. For additional information, see Note 8 to our
Condensed Consolidated Financial Statements
, which is incorporated herein by reference.
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||||||
April 1, 2015 to April 30, 2015
|
312.5
|
|
|
$
|
18.05
|
|
|
312.5
|
|
|
$
|
50,975.0
|
|
|||
May 1, 2015 to May 31, 2015
|
1,394.1
|
|
|
$
|
17.59
|
|
|
1,394.1
|
|
|
$
|
100,472.5
|
|
|||
June 1, 2015 to June 30, 2015
|
—
|
|
|
N/A
|
|
|
—
|
|
|
$
|
100,472.5
|
|
||||
Total
|
1,706.6
|
|
|
|
|
1,706.6
|
|
|
|
(1)
|
On April 29, 2015, our Board of Directors authorized the repurchase of up to
$125.0 million
of our common stock. The April 2015 authorization included amounts which were outstanding under our previously authorized stock repurchase programs.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
10.01
|
|
Lease between GC Net Lease (San Carlos) Investors, LLC and Rovi Corporation, dated June 26, 2015
|
|
|
|
|
|
|
|
X
|
31.01
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
31.02
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
32.01
|
|
Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
32.02
|
|
Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
ROVI CORPORATION
|
|
|
Authorized Officer:
|
|
|
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Thomas Carson
|
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
||
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Peter C. Halt
|
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
||
Date: July 30, 2015
|
|
|
|
By:
|
/s/ Wesley Gutierrez
|
|
|
Wesley Gutierrez
|
|
|
Chief Accounting Officer and Treasurer
|
|
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
|
Page
|
|
ARTICLE 1
|
PREMISES, BUILDING, PROJECT, AND COMMON AREAS
|
5
|
|
ARTICLE 2
|
LEASE TERM
|
7
|
|
ARTICLE 3
|
BASE RENT
|
9
|
|
ARTICLE 4
|
ADDITIONAL RENT
|
9
|
|
ARTICLE 5
|
USE OF PREMISES
|
15
|
|
ARTICLE 6
|
SERVICES AND UTILITIES
|
15
|
|
ARTICLE 7
|
PROJECT MANAGEMENT; REPAIR, MAINTENANCE AND TESTING; COMPLIANCE WITH LAWS
|
17
|
|
ARTICLE 8
|
ADDITIONS AND ALTERATIONS
|
18
|
|
ARTICLE 9
|
COVENANT AGAINST LIENS
|
20
|
|
ARTICLE 10
|
INSURANCE
|
20
|
|
ARTICLE 11
|
DAMAGE AND DESTRUCTION
|
22
|
|
ARTICLE 12
|
NONWAIVER
|
23
|
|
ARTICLE 13
|
CONDEMNATION
|
23
|
|
ARTICLE 14
|
ASSIGNMENT AND SUBLETTING
|
23
|
|
ARTICLE 15
|
SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES
|
27
|
|
ARTICLE 16
|
HOLDING OVER
|
27
|
|
ARTICLE 17
|
ESTOPPEL CERTIFICATES
|
28
|
|
ARTICLE 18
|
SUBORDINATION
|
28
|
|
ARTICLE 19
|
DEFAULTS; REMEDIES
|
28
|
|
ARTICLE 20
|
CONVENANT OF QUIET ENJOYMENT
|
31
|
|
ARTICLE 21
|
SECURITY DEPOSIT
|
31
|
|
ARTICLE 22
|
SUBSTITUTION OF OTHER PREMISES
|
31
|
|
ARTICLE 23
|
SIGNS
|
33
|
|
ARTICLE 24
|
COMPLIANCE WITH LAW
|
33
|
|
ARTICLE 25
|
LATE CHARGES
|
34
|
|
ARTICLE 26
|
LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENT BY TENANT
|
34
|
|
ARTICLE 27
|
ENTRY BY LANDLORD
|
34
|
|
ARTICLE 28
|
PARKING
|
35
|
|
ARTICLE 29
|
MISCELLANEOUS PROVISIONS
|
35
|
|
|
|
|
|
EXHIBITS
|
|
|
|
|
|
|
|
A
|
OUTLINE OF PREMISES
|
|
|
B
|
TENANT WORK LETTER
|
|
|
C
|
FORM OF NOTICE OF LEASE TERM DATES
|
|
|
D
|
RULES AND REGULATIONS
|
|
|
E
|
FORM OF TENANTS'S ESTOPPEL CERTIFICATE
|
|
|
F
|
NET EQUIVALENT LEASE RENT
|
|
|
ii
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
Page(s)
|
|
Additional Rent
|
9
|
|
Advocate Arbitrators
|
8
|
|
Allowance Dispute Notice
|
3
|
|
Alterations
|
18
|
|
Arbitration Agreement
|
8
|
|
Arbitration Panel
|
32
|
|
Award
|
9
|
|
Base Building
|
18
|
|
Base Rent
|
9
|
|
Briefs
|
8
|
|
Brokers
|
38
|
|
Building
|
5
|
|
Common Areas
|
5
|
|
Comparable Buildings
|
7
|
|
Contemplated Effective Date
|
25
|
|
Contemplated Transfer Space
|
25
|
|
Control,
|
26
|
|
Costs
|
14
|
|
Customary Tenant Equipment
|
16
|
|
Design Problem
|
18
|
|
Direct Expenses
|
10
|
|
Emergency
|
18
|
|
Energy Disclosure Information
|
40
|
|
Energy Disclosure Requirements
|
40
|
|
Estimate
|
13
|
|
Estimate Statement
|
13
|
|
Estimated Direct Expenses
|
13
|
|
Excepted Matters
|
41
|
|
Excess
|
13
|
|
Expense Year
|
10
|
|
First Offer Commencement Date
|
6
|
|
First Offer Notice
|
6
|
|
First Offer Space
|
6
|
|
First Rebuttals
|
8
|
|
Force Majeure
|
37
|
|
HVAC
|
16
|
|
Identification Requirements
|
39
|
|
Intention to Transfer Notice
|
25
|
|
Landlord
|
1
|
|
Landlord Caused Delay
|
5
|
|
Landlord Parties
|
20
|
|
Landlord's Initial Statements
|
9
|
|
Landlord's Rebuttal Statement
|
9
|
|
|
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
Lease
|
1
|
|
Lease Commencement Date
|
7
|
|
Lease Expiration Date
|
7
|
|
Lease Term
|
7
|
|
Lease Year
|
7
|
|
Lines
|
39
|
|
Mail
|
37
|
|
Net Worth
|
26
|
|
Neutral Arbitrator
|
7, 32
|
|
Notice of Dispute
|
32
|
|
Notices
|
37
|
|
OFAC
|
40
|
|
Operating Expenses
|
10
|
|
Original Improvements
|
21
|
|
Original Tenant
|
6
|
|
Permitted Transferee
|
26
|
|
Permitted Transferee Assignee
|
26
|
|
Permitted Use
|
Summary
|
|
Premises
|
5
|
|
Prohibited Person
|
40
|
|
Project
|
5
|
|
Proposition 13
|
12
|
|
Renovations
|
39
|
|
Rent
|
10
|
|
Requesting Party
|
28
|
|
Second Rebuttals
|
8
|
|
Secured Areas
|
35
|
|
Security Deposit
|
31
|
|
Six Month Period
|
25
|
|
Specialty Alterations
|
20
|
|
Statement
|
13
|
|
Subject Space
|
24
|
|
Summary
|
1
|
|
Surrender Exceptions
|
20
|
|
Tax Expenses
|
12
|
|
Telecommunications Equipment
|
15, 39
|
|
Tenant
|
1
|
|
Tenant Energy User Disclosure
|
40
|
|
Tenant HVAC System
|
16
|
|
Tenant Review
|
14
|
|
Tenant Work Letter
|
5
|
|
Tenant's Initial Statements
|
8
|
|
Tenant's Rebuttal Statement
|
9
|
|
Tenant's Auditor
|
14
|
|
Tenant's Janitors
|
17
|
|
|
iv
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
Tenant's Security System
|
16
|
|
Tenant's Share
|
12
|
|
Tenant's Signs
|
33
|
|
Transaction Costs
|
25
|
|
Transfer Notice
|
24
|
|
Transfer Premium
|
25
|
|
Transferee
|
24
|
|
Transfers
|
24
|
|
Written Agreements
|
38
|
|
|
v
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
TERMS OF LEASE
|
DESCRIPTION
|
||
1. Date:
|
June 26, 2015
|
||
2. Premises
(
Article 1
).
|
|
||
2.1 Building:
|
A four (4) story building, containing approximately 103,948 rentable square feet of space ("
RSF
"), located at Two Circle Star Way, San Carlos, California 90470
|
||
2.2 Premises:
|
Approximately 103,904 RSF in the Building, as further set forth in
Exhibit A
to this Lease (i.e., all of the Building other than the "Signage Utility Room" as defined in
Section 1.3
of the Lease).
|
||
3. Lease Term
(
Article 2
).
|
|
||
3.1 Length of Term:
|
Approximately ten (10) years and four and one-half (4½) months.
|
||
3.2 Lease Commencement
Date: |
October 13, 2015, subject to Lease Commencement Date Delays as defined in Section 5.1 of the Tenant Work Letter attached hereto as Exhibit B . |
||
3.3 Lease Expiration Date:
|
February 28, 2026, or, if later, ten (10) years and four and one-half (4-1/2) months after the Lease Commencement Date.
|
|
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
4. Base Rent
(
Article 3
):
|
|
||
Period During
Lease Term
|
Annual
Base Rent
|
Monthly
Installment of Base Rent |
Monthly
Rental Rate per RSF |
October 13, 2015 – October 31, 2016
|
$3,802,886.40
|
$316,907.20
|
$3.050
|
November 1, 2016 – October 31, 2017
|
$3,916,972.99
|
$326,414.42
|
$3.142
|
November 1, 2017 – October 31, 2018
|
$4,034,482.18
|
$336,206.85
|
$3.236
|
November 1, 2018 – October 31, 2019
|
$4,155,516.65
|
$346,293.05
|
$3.333
|
November 1, 2019 – October 31, 2020
|
$4,280,182.15
|
$356,681.85
|
$3.433
|
November 1, 2020 – October 31, 2021
|
$4,408,587.61
|
$367,382.30
|
$3.536
|
November 1, 2021 – October 31, 2022
|
$4,540,845.24
|
$378,403.77
|
$3.642
|
November 1, 2022 – October 31, 2023
|
$4,677,070.60
|
$389,755.88
|
$3.751
|
November 1, 2023 – October 31, 2024
|
$4,817,382.71
|
$401,448.56
|
$3.864
|
November 1, 2024 – October 31, 2025
|
$4,961,904.20
|
$413,492.02
|
$3.980
|
November 1, 2025 – February 28, 2026*
|
$5,110,761.32
|
$425,896.78
|
$4.099
|
|
|
|
|
*
Note
: Tenant shall have no obligation to pay any Base Rent attributable to the months of January or February, 2026.
The time periods set forth in the foregoing Base Rent chart shall be applicably adjusted to the extent the Lease Commencement Date does not occur on October 13, 2015.
|
|||
Prepaid Rent
: Concurrently with Tenant's execution of this Lease, Tenant shall pre-pay the Base Rent for October and November, 2015, in the total amount of $500,917.83 ($184,010.63 for October, and $316,907.20 for November).
|
|
2
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
5. Operating Expenses and Tax Expenses
(
Article 4
):
|
This is a " TRIPLE NET " lease and as such, the provisions contained in this Lease are intended to pass on to Tenant and reimburse Landlord for the costs and expenses reasonably associated with this Lease and the Project, and Tenant's operation therefrom, subject to Section 4.2.4 of this Lease. To the extent such costs and expenses payable by Tenant cannot be charged directly to, and paid by, Tenant, such costs and expenses shall be paid by Landlord but reimbursed by Tenant as Additional Rent. |
||
6. Tenant's Share
(
Article 4
):
|
99.96%.
Tenant shall have no obligation to pay Tenant's Share of Direct Expenses attributable to the period prior to January 1, 2016.
|
||
7. Permitted Use
(
Article 5
):
|
Tenant shall use the Premises solely for general office and research and development, and uses incidental thereto (the " Permitted Use "); provided, however, that notwithstanding anything to the contrary set forth hereinabove, and as more particularly set forth in the Lease, Tenant shall be responsible for operating and maintaining the Premises pursuant to, and in no event may Tenant's Permitted Use violate, (A) Applicable Laws, (B) all applicable zoning, building codes and the Underlying Documents, as that term is set forth in Section 5.2 of this Lease, and (D) first-class standards in the market in which the Building is located. |
||
8. Security Deposit
(
Article 21
):
|
$600,000.00 (subject to reduction as provided in Section 21.2 of the Lease). |
||
10. Address of Tenant
(
Section 29.18
):
|
Rovi Corporation
2233 N. Ontario Street, Suite 100
Burbank, CA 91504
Attention: Mr. Hobie Sheeder
(Prior to Lease Commencement Date)
and
|
|
3
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
Rovi Corporation
Two Circle Star Way
San Carlos, California 90470
Attention: Mr. Hobie Sheeder
(After Lease Commencement Date)
In either case with a copy to:
DLA Piper LLP (US) 550 South Hope Street, Suite 2300 Los Angeles, CA 90071 Attn: Michael E. Meyer, Esq. |
||
11. Address of Landlord
(
Section 29.18
):
|
See Section 29.18 of the Lease. |
||
12. Broker(s)
(
Section 29.24
):
|
Newmark Cornish & Carey
(representing both Landlord and Tenant) |
||
13. Tenant Improvement Allowance (
Exhibit B
):
|
$31.43 per RSF of the Premises (i.e., $3,265,702.72)
|
|
4
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
5
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
6
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
7
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
8
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
9
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
10
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
11
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
12
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
13
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
14
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
15
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
16
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
17
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
18
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
19
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
20
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
Bodily Injury and
Property Damage Liability |
$5,000,000 each occurrence
$5,000,000 annual aggregate
(Provided that such limits can be reached by a combination for primary and umbrella policies)
|
Personal Injury Liability
|
$5,000,000 each occurrence
$5,000,000 annual aggregate
0% Insured's participation
(Provided that such limits can be reached by a combination for primary and umbrella policies)
|
|
21
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
22
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
23
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
24
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
25
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
26
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
27
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
28
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
29
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
30
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
31
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
32
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
33
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
34
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
35
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
36
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
37
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
38
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
39
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
40
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
41
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
LANDLORD
:
|
TENANT
:
|
GC NET LEASE (SAN CARLOS) INVESTORS, LLC
,
a Delaware limited liability company
By: Griffin Capital Essential Asset Operating Partnership, L.P.,
a Delaware limited partnership,
its sole member
By: Griffin Capital Essential Asset REIT, Inc.,
a Maryland corporation, its General Partner
By:
/s/ Julie A. Treinen
Name:
Julie A. Treinen
Its:
Vice President – Asset Management
|
ROVI CORPORATION
,
a Delaware corporation
By:
/s/ Pamela Sergeeff
Name: Pamela Sergeeff Its: Authorized Signatory
By:
/s/ Peter Halt
Name: Peter Halt Its: Authorized Signatory |
|
42
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
43
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT A-1
-1-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT B
-9-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
To:
|
_______________________
|
|
_______________________
|
|
_______________________
|
|
_______________________
|
Re:
|
Lease dated ____________, 20__ between _______________________, a _______________________ ("
Landlord
"), and _______________________, a _______________________ ("
Tenant
") concerning Suite ______ on floor(s) __________ of the office building located at _______________________.
|
1.
|
The Lease Term shall commence on or has commenced on _____________ for a term of _______________ ending on _______________.
|
2.
|
Rent commenced to accrue on ____________, in the amount of ____________.
|
3.
|
If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.
|
4.
|
Your rent checks should be made payable to __________ at ______________.
|
5.
|
The exact number of rentable square feet within the Premises is _________ square feet.
|
6.
|
Tenant's Share as adjusted based upon the exact number of rentable square feet within the Premises is ____________%.
|
|
EXHIBIT C
-1-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT D
-3-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT D
-3-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT D
-3-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT E
-2-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
|
EXHIBIT E
-2-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
1.
|
METHODOLOGY FOR COMPARING THE COMPARABLE TRANSACTIONS
.
|
2.
|
USE OF NET EQUIVALENT LEASE RATES FOR COMPARABLE TRANSACTIONS UNDER SECTION 2.2.2 OF THIS LEASE
.
|
|
EXHIBIT F
-1-
|
TWO CIRCLE STAR WAY
(Single-Tenant Lease Form)
[Rovi Corporation]
|
Date:
|
July 30, 2015
|
|
|
|
|
|
|
/s/ Thomas Carson
|
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
Date:
|
July 30, 2015
|
|
|
|
|
|
|
/s/ Peter C. Halt
|
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
/s/ Thomas Carson
|
|
Thomas Carson
|
|
President and Chief Executive Officer
|
|
/s/ Peter C. Halt
|
|
Peter C. Halt
|
|
Chief Financial Officer
|