x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
61-1793262
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Two Circle Star Way, San Carlos, CA
|
|
94070
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Outstanding as of
|
Class
|
October 31, 2016
|
Common Stock
|
119,556,458
|
|
|
|
|
|
|
ITEM 1.
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
||
|
|
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
382,616
|
|
|
$
|
101,675
|
|
Short-term marketable securities
|
121,221
|
|
|
107,879
|
|
||
Accounts receivable, net
|
145,730
|
|
|
87,128
|
|
||
Inventory
|
14,199
|
|
|
456
|
|
||
Prepaid expenses and other current assets
|
40,917
|
|
|
13,735
|
|
||
Total current assets
|
704,683
|
|
|
310,873
|
|
||
Long-term marketable securities
|
115,934
|
|
|
114,715
|
|
||
Property and equipment, net
|
43,514
|
|
|
34,984
|
|
||
Intangible assets, net
|
849,531
|
|
|
386,742
|
|
||
Goodwill
|
1,808,623
|
|
|
1,343,652
|
|
||
Other long-term assets
|
12,191
|
|
|
8,330
|
|
||
Total assets
|
$
|
3,534,476
|
|
|
$
|
2,199,296
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
234,714
|
|
|
$
|
74,113
|
|
Deferred revenue
|
45,287
|
|
|
12,106
|
|
||
Current portion of long-term debt
|
237,000
|
|
|
7,000
|
|
||
Total current liabilities
|
517,001
|
|
|
93,219
|
|
||
Taxes payable, less current portion
|
7,055
|
|
|
5,332
|
|
||
Deferred revenue, less current portion
|
41,732
|
|
|
9,414
|
|
||
Long-term debt, less current portion
|
965,733
|
|
|
960,156
|
|
||
Deferred tax liabilities, net
|
71,560
|
|
|
66,116
|
|
||
Other long-term liabilities
|
49,453
|
|
|
34,494
|
|
||
Total liabilities
|
1,652,534
|
|
|
1,168,731
|
|
||
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; 119,891 shares issued and 119,659 shares outstanding as of September 30, 2016; and 131,052 shares issued and 82,647 shares outstanding as of December 31, 2015
|
120
|
|
|
131
|
|
||
Treasury stock, 232 shares and 48,405 shares as of September 30, 2016 and December 31, 2015, respectively, at cost
|
(4,944
|
)
|
|
(1,163,533
|
)
|
||
Additional paid-in capital
|
3,254,634
|
|
|
2,419,921
|
|
||
Accumulated other comprehensive loss
|
(3,374
|
)
|
|
(6,503
|
)
|
||
Accumulated deficit
|
(1,364,494
|
)
|
|
(219,451
|
)
|
||
Total stockholders’ equity
|
1,881,942
|
|
|
1,030,565
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,534,476
|
|
|
$
|
2,199,296
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues, net:
|
|
|
|
|
|
|
|
||||||||
Licensing, services and software
|
$
|
148,509
|
|
|
$
|
114,759
|
|
|
$
|
390,998
|
|
|
$
|
376,312
|
|
Hardware
|
4,612
|
|
|
123
|
|
|
5,752
|
|
|
415
|
|
||||
Total Revenues, net
|
153,121
|
|
|
114,882
|
|
|
396,750
|
|
|
376,727
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
31,661
|
|
|
24,492
|
|
|
78,651
|
|
|
78,134
|
|
||||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
4,560
|
|
|
116
|
|
|
5,072
|
|
|
273
|
|
||||
Research and development
|
30,951
|
|
|
22,976
|
|
|
77,804
|
|
|
75,246
|
|
||||
Selling, general and administrative
|
54,126
|
|
|
33,117
|
|
|
132,771
|
|
|
113,843
|
|
||||
Depreciation
|
4,622
|
|
|
4,280
|
|
|
13,181
|
|
|
13,098
|
|
||||
Amortization of intangible assets
|
24,925
|
|
|
19,189
|
|
|
63,087
|
|
|
57,789
|
|
||||
Restructuring and asset impairment charges
|
22,311
|
|
|
218
|
|
|
24,644
|
|
|
1,757
|
|
||||
Total costs and expenses
|
173,156
|
|
|
104,388
|
|
|
395,210
|
|
|
340,140
|
|
||||
Operating (loss) income from continuing operations
|
(20,035
|
)
|
|
10,494
|
|
|
1,540
|
|
|
36,587
|
|
||||
Interest expense
|
(11,021
|
)
|
|
(11,348
|
)
|
|
(32,411
|
)
|
|
(35,421
|
)
|
||||
Interest income and other, net
|
353
|
|
|
586
|
|
|
322
|
|
|
1,089
|
|
||||
Income (loss) on interest rate swaps
|
1,697
|
|
|
(11,787
|
)
|
|
(16,897
|
)
|
|
(17,106
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
(2,695
|
)
|
|
—
|
|
|
(2,815
|
)
|
||||
Loss from continuing operations before income taxes
|
(29,006
|
)
|
|
(14,750
|
)
|
|
(47,446
|
)
|
|
(17,666
|
)
|
||||
Income tax (benefit) expense
|
(83,445
|
)
|
|
3,708
|
|
|
(74,825
|
)
|
|
12,924
|
|
||||
Income (loss) from continuing operations, net of tax
|
54,439
|
|
|
(18,458
|
)
|
|
27,379
|
|
|
(30,590
|
)
|
||||
Loss from discontinued operations, net of tax
|
(4,517
|
)
|
|
—
|
|
|
(4,517
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
49,922
|
|
|
$
|
(18,458
|
)
|
|
$
|
22,862
|
|
|
$
|
(30,590
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.60
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.36
|
)
|
Discontinued operations
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
||||
Basic earnings (loss) per share
|
$
|
0.55
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.36
|
)
|
Weighted average shares used in computing basic per share amounts
|
91,131
|
|
|
82,404
|
|
|
84,895
|
|
|
85,297
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.59
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.36
|
)
|
Discontinued operations
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
||||
Diluted earnings (loss) per share
|
$
|
0.54
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.36
|
)
|
Weighted average shares used in computing diluted per share amounts
|
92,144
|
|
|
82,404
|
|
|
85,858
|
|
|
85,297
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
49,922
|
|
|
$
|
(18,458
|
)
|
|
$
|
22,862
|
|
|
$
|
(30,590
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
452
|
|
|
288
|
|
|
2,636
|
|
|
(230
|
)
|
||||
Unrealized (losses) gains on marketable securities
|
(282
|
)
|
|
(20
|
)
|
|
493
|
|
|
(66
|
)
|
||||
Other comprehensive income (loss), net of tax
|
170
|
|
|
268
|
|
|
3,129
|
|
|
(296
|
)
|
||||
Comprehensive income (loss)
|
$
|
50,092
|
|
|
$
|
(18,190
|
)
|
|
$
|
25,991
|
|
|
$
|
(30,886
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
22,862
|
|
|
$
|
(30,590
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Loss from discontinued operations, net of tax
|
4,517
|
|
|
—
|
|
||
Depreciation
|
13,181
|
|
|
13,098
|
|
||
Amortization of intangible assets
|
63,087
|
|
|
57,789
|
|
||
Amortization of convertible note discount and note issuance costs
|
10,468
|
|
|
10,462
|
|
||
Restructuring and asset impairment charges
|
24,644
|
|
|
1,757
|
|
||
Change in fair value of interest rate swaps
|
9,716
|
|
|
14,055
|
|
||
Loss on debt extinguishment
|
—
|
|
|
2,815
|
|
||
Equity-based compensation
|
32,031
|
|
|
31,044
|
|
||
Deferred income taxes
|
(87,512
|
)
|
|
3,676
|
|
||
Other operating, net
|
1,548
|
|
|
2,425
|
|
||
Changes in operating assets and liabilities (net of acquisitions):
|
|
|
|
||||
Accounts receivable
|
(9,798
|
)
|
|
16,429
|
|
||
Inventory
|
1,260
|
|
|
—
|
|
||
Prepaid expenses and other current assets and other long-term assets
|
(10,737
|
)
|
|
(2,230
|
)
|
||
Accounts payable and accrued expenses and other long-term liabilities
|
2,663
|
|
|
(16,652
|
)
|
||
Accrued income taxes
|
(1,827
|
)
|
|
153
|
|
||
Deferred revenue
|
2,071
|
|
|
(3,193
|
)
|
||
Net cash provided by operating activities of continuing operations
|
78,174
|
|
|
101,038
|
|
||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
(199
|
)
|
||
Net cash provided by operating activities
|
78,174
|
|
|
100,839
|
|
||
Cash flows provided by investing activities:
|
|
|
|
||||
Payments for purchase of short- and long-term marketable securities
|
(132,159
|
)
|
|
(169,986
|
)
|
||
Proceeds from sales or maturities of short- and long-term marketable securities
|
183,992
|
|
|
258,430
|
|
||
Cash acquired in TiVo Acquisition, net of cash paid
|
166,312
|
|
|
—
|
|
||
Payments for purchase of property and equipment
|
(15,810
|
)
|
|
(8,345
|
)
|
||
Payments for purchase of patents
|
(2,500
|
)
|
|
—
|
|
||
Other investing, net
|
(48
|
)
|
|
3
|
|
||
Net cash provided by investing activities
|
199,787
|
|
|
80,102
|
|
||
Cash flows used in 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
|
(5,250
|
)
|
|
(421,240
|
)
|
||
(Payments) proceeds from (purchase) sale of warrants
|
(2,923
|
)
|
|
31,326
|
|
||
Proceeds (payments) for (sale) purchase of call options
|
5,706
|
|
|
(64,825
|
)
|
||
Payments for deferred holdback and contingent consideration
|
(750
|
)
|
|
(5,140
|
)
|
||
Payments for purchase of treasury stock
|
—
|
|
|
(154,519
|
)
|
||
Payments for withholding taxes related to net settlement of restricted stock units
|
(9,365
|
)
|
|
—
|
|
||
Proceeds from exercise of options and employee stock purchase plan
|
13,964
|
|
|
8,767
|
|
||
Net cash provided by (used in) financing activities
|
1,382
|
|
|
(270,015
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,598
|
|
|
(317
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
280,941
|
|
|
(89,391
|
)
|
||
Cash and cash equivalents at beginning of period
|
101,675
|
|
|
154,568
|
|
||
Cash and cash equivalents at end of period
|
$
|
382,616
|
|
|
$
|
65,177
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
AT&T Inc. ("AT&T")
|
13
|
%
|
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Charter Communications Inc. ("Charter")
|
(1)
|
|
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
|
September 30, 2016
|
|
December 31, 2015
|
||
AT&T
|
15
|
%
|
|
22
|
%
|
Virgin Media Inc.
|
14
|
%
|
|
(1)
|
|
DISH Network L.L.C. ("DISH")
|
12
|
%
|
|
(1)
|
|
•
|
Where no VSOE exists for undeliverable elements, revenue is recognized at zero margin up to the amount billable until the Company has established VSOE for the undelivered elements or the Company has delivered all of the elements.
|
•
|
Where there is a lack of reasonably dependable estimates, revenue is recognized at zero margin up to the amount billable until the Company has resolved the estimation uncertainty, after which the Company recognizes margin under the percentage of completion method.
|
•
|
If the Company cannot be reasonably assured that no loss will be incurred under the arrangement, the Company will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the arrangement.
|
Aggregate cash consideration
|
$
|
269,990
|
|
Aggregate fair value of TiVo Corporation shares issued
|
751,385
|
|
|
Fair value of assumed TiVo Solutions employee stock-based awards allocated to consideration
|
22,640
|
|
|
Accrual for merger consideration
|
85,711
|
|
|
Total merger consideration
|
$
|
1,129,726
|
|
Cash, cash equivalents and marketable securities
|
$
|
503,408
|
|
Accounts receivable
|
48,766
|
|
|
Inventory
|
15,003
|
|
|
Prepaid expenses and other current assets and other long-term assets
|
25,976
|
|
|
Property and equipment
|
10,370
|
|
|
Intangible assets:
|
|
||
Developed technology and patents
|
154,000
|
|
|
Existing contracts and customer relationships
|
355,000
|
|
|
Trademarks / Tradenames
|
14,000
|
|
|
Goodwill
|
464,111
|
|
|
Accounts payable and accrued expenses and other long-term liabilities
|
(74,736
|
)
|
|
Deferred revenue
|
(63,428
|
)
|
|
Current portion of long-term debt
|
(230,000
|
)
|
|
Deferred tax liabilities, net
|
(92,744
|
)
|
|
Total merger consideration
|
$
|
1,129,726
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues, net:
|
$
|
208,690
|
|
|
$
|
215,281
|
|
|
$
|
616,137
|
|
|
$
|
655,029
|
|
Income (loss) from continuing operations, net of tax
|
$
|
(35,380
|
)
|
|
$
|
(45,395
|
)
|
|
$
|
(120,633
|
)
|
|
$
|
(123,081
|
)
|
Basic income (loss) per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.03
|
)
|
Diluted income (loss) per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(1.03
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Accounts receivable, gross
|
$
|
147,388
|
|
|
$
|
88,735
|
|
Less: Allowance for doubtful accounts
|
(1,658
|
)
|
|
(1,607
|
)
|
||
Accounts receivable, net
|
$
|
145,730
|
|
|
$
|
87,128
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
2,165
|
|
|
$
|
—
|
|
Finished goods
|
12,034
|
|
|
456
|
|
||
Inventory
|
$
|
14,199
|
|
|
$
|
456
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Computer software and equipment
|
$
|
130,075
|
|
|
$
|
133,631
|
|
Leasehold improvements
|
25,143
|
|
|
21,578
|
|
||
Furniture and fixtures
|
7,513
|
|
|
7,676
|
|
||
Property and equipment, gross
|
162,731
|
|
|
162,885
|
|
||
Less: Accumulated depreciation and amortization
|
(119,217
|
)
|
|
(127,901
|
)
|
||
Property and equipment, net
|
$
|
43,514
|
|
|
$
|
34,984
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Accounts payable
|
$
|
32,739
|
|
|
$
|
9,013
|
|
Accrued compensation and benefits
|
43,387
|
|
|
27,056
|
|
||
Accrual for merger consideration
|
85,711
|
|
|
—
|
|
||
Other accrued liabilities
|
72,877
|
|
|
38,044
|
|
||
Accounts payable and accrued expenses
|
$
|
234,714
|
|
|
$
|
74,113
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Significant noncash transactions
|
|
|
|
||||
Fair value of shares issued in connection with TiVo Acquisition
|
$
|
751,385
|
|
|
$
|
—
|
|
|
September 30, 2016
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
162,282
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,282
|
|
Cash equivalents - Money market funds
|
220,334
|
|
|
—
|
|
|
—
|
|
|
220,334
|
|
||||
Cash and cash equivalents
|
$
|
382,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
382,616
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(432
|
)
|
|
$
|
10,368
|
|
Corporate debt securities
|
104,367
|
|
|
57
|
|
|
(88
|
)
|
|
104,336
|
|
||||
Foreign government obligations
|
6,648
|
|
|
—
|
|
|
(3
|
)
|
|
6,645
|
|
||||
U.S. Treasuries / Agencies
|
115,865
|
|
|
46
|
|
|
(105
|
)
|
|
115,806
|
|
||||
Marketable securities
|
$
|
237,680
|
|
|
$
|
103
|
|
|
$
|
(628
|
)
|
|
$
|
237,155
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
619,771
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
56,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,745
|
|
Cash equivalents - Money market funds
|
44,930
|
|
|
—
|
|
|
—
|
|
|
44,930
|
|
||||
Cash and cash equivalents
|
$
|
101,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101,675
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(540
|
)
|
|
$
|
10,260
|
|
Corporate debt securities
|
98,997
|
|
|
—
|
|
|
(327
|
)
|
|
98,670
|
|
||||
Foreign government obligations
|
11,878
|
|
|
—
|
|
|
(56
|
)
|
|
11,822
|
|
||||
U.S. Treasuries / Agencies
|
102,120
|
|
|
5
|
|
|
(283
|
)
|
|
101,842
|
|
||||
Marketable securities
|
$
|
223,795
|
|
|
$
|
5
|
|
|
$
|
(1,206
|
)
|
|
$
|
222,594
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
324,269
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in less than 1 year
|
$
|
121,227
|
|
|
$
|
121,221
|
|
Due in 1-2 years
|
105,653
|
|
|
105,566
|
|
||
Due in more than 2 years
|
10,800
|
|
|
10,368
|
|
||
Total
|
$
|
237,680
|
|
|
$
|
237,155
|
|
|
September 30, 2016
|
||||||||||||||
|
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
|
$
|
220,334
|
|
|
$
|
220,334
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
72,084
|
|
|
—
|
|
|
72,084
|
|
|
—
|
|
||||
Foreign government obligations
|
6,645
|
|
|
—
|
|
|
6,645
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
42,492
|
|
|
—
|
|
|
42,492
|
|
|
—
|
|
||||
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
10,368
|
|
|
—
|
|
|
—
|
|
|
10,368
|
|
||||
Corporate debt securities
|
32,252
|
|
|
—
|
|
|
32,252
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
73,314
|
|
|
—
|
|
|
73,314
|
|
|
—
|
|
||||
Total Assets
|
$
|
457,489
|
|
|
$
|
220,334
|
|
|
$
|
226,787
|
|
|
$
|
10,368
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
Cubiware contingent consideration
|
$
|
(4,091
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,091
|
)
|
Interest rate swaps
|
(1,483
|
)
|
|
—
|
|
|
(1,483
|
)
|
|
—
|
|
||||
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Cubiware contingent consideration
|
(3,518
|
)
|
|
—
|
|
|
—
|
|
|
(3,518
|
)
|
||||
Interest rate swaps
|
(33,986
|
)
|
|
—
|
|
|
(33,986
|
)
|
|
—
|
|
||||
Total Liabilities
|
$
|
(43,078
|
)
|
|
$
|
—
|
|
|
$
|
(35,469
|
)
|
|
$
|
(7,609
|
)
|
|
December 31, 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
|
$
|
44,930
|
|
|
$
|
44,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
43,876
|
|
|
—
|
|
|
43,876
|
|
|
—
|
|
||||
Foreign government obligations
|
7,827
|
|
|
—
|
|
|
7,827
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
56,176
|
|
|
—
|
|
|
56,176
|
|
|
—
|
|
||||
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
10,260
|
|
|
—
|
|
|
—
|
|
|
10,260
|
|
||||
Corporate debt securities
|
54,794
|
|
|
—
|
|
|
54,794
|
|
|
—
|
|
||||
Foreign government obligations
|
3,995
|
|
|
—
|
|
|
3,995
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
45,666
|
|
|
—
|
|
|
45,666
|
|
|
—
|
|
||||
Total Assets
|
$
|
267,524
|
|
|
$
|
44,930
|
|
|
$
|
212,334
|
|
|
$
|
10,260
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
(195
|
)
|
|
$
|
—
|
|
|
$
|
(195
|
)
|
|
$
|
—
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
(25,557
|
)
|
|
—
|
|
|
(25,557
|
)
|
|
—
|
|
||||
Total Liabilities
|
$
|
(25,752
|
)
|
|
$
|
—
|
|
|
$
|
(25,752
|
)
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Auction rate securities
|
|
Cubiware contingent consideration
|
|
Auction rate securities
|
|
Veveo contingent consideration
|
||||||||
Balance at beginning of period
|
$
|
10,260
|
|
|
$
|
—
|
|
|
$
|
10,584
|
|
|
$
|
(860
|
)
|
Assumed in TiVo Acquisition
|
—
|
|
|
(7,542
|
)
|
|
—
|
|
|
—
|
|
||||
Gain (loss) included in earnings
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
860
|
|
||||
Unrealized gains (losses) included in other comprehensive (loss) income
|
108
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
||||
Balance at end of period
|
$
|
10,368
|
|
|
$
|
(7,609
|
)
|
|
$
|
10,476
|
|
|
$
|
—
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||
|
Auction rate securities
|
|
Cubiware contingent consideration
|
|
Auction rate securities
|
|
IntegralReach contingent consideration
|
|
Veveo contingent consideration
|
||||||||||
Balance at beginning of period
|
$
|
10,260
|
|
|
$
|
—
|
|
|
$
|
10,638
|
|
|
$
|
(3,000
|
)
|
|
$
|
(3,000
|
)
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
2,140
|
|
|||||
Assumed in TiVo Acquisition
|
—
|
|
|
(7,542
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) included in earnings
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
860
|
|
|||||
Unrealized gains (losses) included in other comprehensive (loss) income
|
108
|
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at end of period
|
$
|
10,368
|
|
|
$
|
(7,609
|
)
|
|
$
|
10,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (1)
|
|
Carrying Amount
|
|
Fair Value (1)
|
||||||||
2021 Convertible Notes
|
$
|
230,000
|
|
|
$
|
230,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020 Convertible Notes
|
294,229
|
|
|
359,042
|
|
|
284,241
|
|
|
298,494
|
|
||||
Term Loan Facility B
|
678,504
|
|
|
685,105
|
|
|
682,915
|
|
|
656,688
|
|
||||
Total
|
$
|
1,202,733
|
|
|
$
|
1,274,147
|
|
|
$
|
967,156
|
|
|
$
|
955,182
|
|
(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.
|
|
Intellectual Property Licensing
|
|
Product
|
|
Total
|
||||||
December 31, 2015
|
$
|
1,184,500
|
|
|
$
|
159,152
|
|
|
$
|
1,343,652
|
|
TiVo Acquisition
|
106,566
|
|
|
357,545
|
|
|
464,111
|
|
|||
Foreign currency translation
|
—
|
|
|
860
|
|
|
860
|
|
|||
September 30, 2016
|
$
|
1,291,066
|
|
|
$
|
517,557
|
|
|
$
|
1,808,623
|
|
|
September 30, 2016
|
||||||||||||
|
Weighted-Average Remaining Useful Life
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
||||||
Developed technology and patents
|
5.8 years
|
|
$
|
1,031,687
|
|
|
$
|
(564,495
|
)
|
|
$
|
467,192
|
|
Existing contracts and customer relationships
|
11.0 years
|
|
402,524
|
|
|
(45,154
|
)
|
|
357,370
|
|
|||
Content databases and other
|
6.3 years
|
|
59,688
|
|
|
(48,719
|
)
|
|
10,969
|
|
|||
Trademarks / Tradenames
|
N/A
|
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total Finite-lived
|
|
|
1,502,199
|
|
|
(666,668
|
)
|
|
835,531
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
||||||
TiVo Tradename
|
N/A
|
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
|
|
$
|
1,516,199
|
|
|
$
|
(666,668
|
)
|
|
$
|
849,531
|
|
|
|
|
December 31, 2015
|
||||||||||
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
||||||
Developed technology and patents
|
|
|
$
|
875,188
|
|
|
$
|
(512,060
|
)
|
|
$
|
363,128
|
|
Existing contracts and customer relationships
|
|
|
47,524
|
|
|
(36,933
|
)
|
|
10,591
|
|
|||
Content databases and other
|
|
|
59,014
|
|
|
(45,991
|
)
|
|
13,023
|
|
|||
Trademarks / Tradenames
|
|
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total intangible assets
|
|
|
$
|
990,026
|
|
|
$
|
(603,284
|
)
|
|
$
|
386,742
|
|
Remainder of 2016
|
$
|
41,932
|
|
2017
|
166,214
|
|
|
2018
|
146,794
|
|
|
2019
|
109,345
|
|
|
2020
|
108,579
|
|
|
Thereafter
|
262,667
|
|
|
Total
|
$
|
835,531
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Future minimum lease payments, net
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
214
|
|
|
$
|
1,934
|
|
Severance costs
|
7,580
|
|
|
(217
|
)
|
|
7,968
|
|
|
(177
|
)
|
||||
Share-based payments
|
14,731
|
|
|
—
|
|
|
14,731
|
|
|
—
|
|
||||
Contract termination costs
|
—
|
|
|
—
|
|
|
1,279
|
|
|
—
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
||||
Restructuring and asset impairment charges
|
$
|
22,311
|
|
|
$
|
218
|
|
|
$
|
24,644
|
|
|
$
|
1,757
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Future minimum lease payments, net
|
$
|
655
|
|
|
$
|
2,015
|
|
Severance costs
|
6,975
|
|
|
250
|
|
||
Contract termination costs
|
120
|
|
|
—
|
|
||
Accrued restructuring costs
|
$
|
7,750
|
|
|
$
|
2,265
|
|
|
Balance at Beginning of Period
|
|
Restructuring Expense
|
|
Cash Settlements
|
|
Non-Cash Settlements
|
|
Balance at End of Period
|
||||||||||
Severance
|
$
|
—
|
|
|
$
|
7,580
|
|
|
$
|
(1,599
|
)
|
|
$
|
—
|
|
|
$
|
5,981
|
|
Share-based payments
|
—
|
|
|
14,731
|
|
|
—
|
|
|
(14,731
|
)
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
22,311
|
|
|
$
|
(1,599
|
)
|
|
$
|
(14,731
|
)
|
|
$
|
5,981
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||
|
Stated Interest Rate
|
Issue Date
|
Maturity Date
|
Outstanding Principal
|
Carrying Amount
|
|
Outstanding Principal
|
Carrying Amount
|
||||||||
2021 Convertible Notes
|
2.000%
|
September 22, 2014
|
October 1, 2021
|
$
|
230,000
|
|
$
|
230,000
|
|
|
$
|
—
|
|
$
|
—
|
|
2020 Convertible Notes
|
0.500%
|
March 4, 2015
|
March 1, 2020
|
$
|
345,000
|
|
$
|
294,229
|
|
|
$
|
345,000
|
|
$
|
284,241
|
|
Term Loan Facility B
|
Variable
|
July 2, 2014
|
July 2, 2021
|
684,250
|
|
678,504
|
|
|
689,500
|
|
682,915
|
|
||||
Total Long-term debt
|
|
|
|
$
|
1,259,250
|
|
1,202,733
|
|
|
$
|
1,034,500
|
|
967,156
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
237,000
|
|
|
|
7,000
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
965,733
|
|
|
|
$
|
960,156
|
|
•
|
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.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Liability component
|
|
|
|
||||
Principal outstanding
|
$
|
345,000
|
|
|
$
|
345,000
|
|
Less: Unamortized debt discount
|
(45,215
|
)
|
|
(54,215
|
)
|
||
Less: Unamortized debt issuance costs
|
(5,556
|
)
|
|
(6,544
|
)
|
||
Carrying amount
|
$
|
294,229
|
|
|
$
|
284,241
|
|
|
|
|
|
||||
Equity component
|
$
|
63,854
|
|
|
$
|
63,854
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stated interest
|
$
|
431
|
|
|
$
|
431
|
|
|
$
|
1,294
|
|
|
$
|
1,006
|
|
Amortization of debt discount
|
3,035
|
|
|
2,897
|
|
|
9,000
|
|
|
6,708
|
|
||||
Amortization of debt issuance costs
|
338
|
|
|
351
|
|
|
988
|
|
|
814
|
|
||||
Total interest expense
|
$
|
3,804
|
|
|
$
|
3,679
|
|
|
$
|
11,282
|
|
|
$
|
8,528
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stated interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,114
|
|
Amortization of debt discount
|
—
|
|
|
—
|
|
|
—
|
|
|
1,865
|
|
||||
Amortization of debt issue costs
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
Total interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,221
|
|
Remainder of 2016 (1)
|
$
|
231,750
|
|
2017
|
7,000
|
|
|
2018
|
7,000
|
|
|
2019 (2)
|
352,000
|
|
|
2020
|
7,000
|
|
|
Thereafter
|
654,500
|
|
|
Total
|
$
|
1,259,250
|
|
(1)
|
While the
2021 Convertible Notes
are scheduled to mature on October 1, 2021 and can be freely converted by holders beginning on
July 1, 2021
, future principal payments are presented based on the date holders can require
TiVo Solutions
to repurchase the
2021 Convertible Notes
.
Rovi
's acquisition of
TiVo Solutions
constitutes a Fundamental Change under the
2021 Convertible Notes
, which requires
TiVo Solutions
to offer to repurchase the
2021 Convertible Notes
at par plus accrued and unpaid interest. On
October 12, 2016
,
$229.95 million
of the
2021 Convertible Notes
were repaid.
|
(2)
|
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.
|
|
|
|
Notional
|
|
|
|||||
Contract Inception
|
Contract Effective Date
|
Contract Maturity
|
September 30, 2016
|
December 31, 2015
|
Interest Rate Paid
|
Interest Rate Received
|
||||
Senior Secured Credit Facility
|
|
|
|
|
||||||
May 2012
|
January 2014
|
January 2016
|
$
|
—
|
|
$
|
197,000
|
|
(1)
|
One month USD-LIBOR
|
May 2012
|
April 2014
|
March 2017
|
$
|
215,000
|
|
$
|
215,000
|
|
(2)
|
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
0.58%
for the
three-month settlement period ended in June 2014
to
1.65%
for the settlement period ended in
January 2016
.
|
(2)
|
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 2016
|
$
|
4,411
|
|
2017
|
16,869
|
|
|
2018
|
15,262
|
|
|
2019
|
13,073
|
|
|
2020
|
11,464
|
|
|
Thereafter
|
57,462
|
|
|
Gross future minimum lease payments
|
$
|
118,541
|
|
Less: Sublease revenues
|
(5,789
|
)
|
|
Net future minimum lease payments
|
$
|
112,752
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average shares used in computing basic per share amounts
|
91,131
|
|
|
82,404
|
|
|
84,895
|
|
|
85,297
|
|
Dilutive effect of equity-based compensation awards
|
1,013
|
|
|
—
|
|
|
963
|
|
|
—
|
|
Weighted average shares used in computing diluted per share amounts
|
92,144
|
|
|
82,404
|
|
|
85,858
|
|
|
85,297
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Stock options
|
3,332
|
|
|
4,124
|
|
|
3,497
|
|
|
4,236
|
|
Restricted awards
|
1,483
|
|
|
2,832
|
|
|
2,176
|
|
|
2,887
|
|
2021 Convertible Notes (1)
|
1,470
|
|
|
—
|
|
|
494
|
|
|
—
|
|
2020 Convertible Notes (1)
|
11,936
|
|
|
11,936
|
|
|
11,936
|
|
|
9,181
|
|
2040 Convertible Notes (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
Warrants related to 2020 Convertible Notes (1)
|
11,936
|
|
|
11,936
|
|
|
11,936
|
|
|
9,181
|
|
Weighted average potential shares excluded from the calculation of Diluted EPS
|
30,157
|
|
|
30,828
|
|
|
30,039
|
|
|
26,647
|
|
(1)
|
See Note 8 for additional details.
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balances as of June 30, 2016
|
131,888
|
|
$
|
132
|
|
(48,586
|
)
|
$
|
(1,167,575
|
)
|
$
|
2,445,589
|
|
$
|
(3,544
|
)
|
$
|
(246,511
|
)
|
$
|
1,028,091
|
|
Net income (loss)
|
|
|
|
|
|
|
49,922
|
|
49,922
|
|
||||||||||||
Foreign currency translation adjustment, net of tax
|
|
|
|
|
|
452
|
|
|
|
|||||||||||||
Unrealized (losses) gains on marketable securities, net of tax
|
|
|
|
|
|
(282
|
)
|
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
170
|
|
|
170
|
|
||||||||||||
Issuance of common stock upon exercise of options
|
29
|
|
—
|
|
|
|
496
|
|
|
|
496
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
652
|
|
1
|
|
|
|
6,139
|
|
|
|
6,140
|
|
||||||||||
Issuance of restricted stock, net
|
90
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
28,421
|
|
|
|
28,421
|
|
||||||||||||
Issuance of common stock in connection with TiVo Acquisition
|
35,838
|
|
36
|
|
|
|
773,989
|
|
|
|
774,025
|
|
||||||||||
Cancellation of treasury stock
|
(48,606
|
)
|
(49
|
)
|
48,606
|
|
1,167,954
|
|
|
|
(1,167,905
|
)
|
—
|
|
||||||||
Stock repurchases
|
|
|
(252
|
)
|
(5,323
|
)
|
|
|
|
(5,323
|
)
|
|||||||||||
Balances as of September 30, 2016
|
119,891
|
|
$
|
120
|
|
(232
|
)
|
$
|
(4,944
|
)
|
$
|
3,254,634
|
|
$
|
(3,374
|
)
|
$
|
(1,364,494
|
)
|
$
|
1,881,942
|
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balances as of June 30, 2015
|
130,756
|
|
$
|
131
|
|
(43,898
|
)
|
$
|
(1,113,386
|
)
|
$
|
2,397,069
|
|
$
|
(5,871
|
)
|
$
|
(227,291
|
)
|
$
|
1,050,652
|
|
Net income (loss)
|
|
|
|
|
|
|
(18,458
|
)
|
(18,458
|
)
|
||||||||||||
Foreign currency translation adjustment, net of tax
|
|
|
|
|
|
288
|
|
|
|
|||||||||||||
Unrealized (losses) gains on marketable securities, net of tax
|
|
|
|
|
|
(20
|
)
|
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
268
|
|
|
268
|
|
||||||||||||
Issuance of common stock upon exercise of options
|
13
|
|
—
|
|
|
|
184
|
|
|
|
184
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
291
|
|
—
|
|
|
|
2,716
|
|
|
|
2,716
|
|
||||||||||
Cancellation of restricted stock, net
|
(22
|
)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
8,328
|
|
|
|
8,328
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
15
|
|
|
|
15
|
|
||||||||||||
Stock repurchases
|
|
|
(4,492
|
)
|
(50,000
|
)
|
|
|
|
(50,000
|
)
|
|||||||||||
Balances as of September 30, 2015
|
131,038
|
|
$
|
131
|
|
(48,390
|
)
|
$
|
(1,163,386
|
)
|
$
|
2,408,312
|
|
$
|
(5,603
|
)
|
$
|
(245,749
|
)
|
$
|
993,705
|
|
|
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, 2015
|
131,052
|
|
$
|
131
|
|
(48,405
|
)
|
$
|
(1,163,533
|
)
|
$
|
2,419,921
|
|
$
|
(6,503
|
)
|
$
|
(219,451
|
)
|
$
|
1,030,565
|
|
Net income (loss)
|
|
|
|
|
|
|
22,862
|
|
22,862
|
|
||||||||||||
Foreign currency translation adjustment, net of tax
|
|
|
|
|
|
2,636
|
|
|
|
|||||||||||||
Unrealized (losses) gains on marketable securities, net of tax
|
|
|
|
|
|
493
|
|
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
3,129
|
|
|
3,129
|
|
||||||||||||
Issuance of common stock upon exercise of options
|
195
|
|
—
|
|
|
|
3,270
|
|
|
|
3,270
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
1,160
|
|
2
|
|
|
|
10,694
|
|
|
|
10,696
|
|
||||||||||
Issuance of restricted stock, net
|
252
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
46,760
|
|
|
|
46,760
|
|
||||||||||||
Issuance of common stock in connection with TiVo Acquisition
|
35,838
|
|
36
|
|
|
|
773,989
|
|
|
|
774,025
|
|
||||||||||
Cancellation of treasury stock
|
(48,606
|
)
|
(49
|
)
|
48,606
|
|
1,167,954
|
|
|
|
(1,167,905
|
)
|
—
|
|
||||||||
Stock repurchases
|
|
|
(433
|
)
|
(9,365
|
)
|
|
|
|
(9,365
|
)
|
|||||||||||
Balances as of September 30, 2016
|
119,891
|
|
$
|
120
|
|
(232
|
)
|
$
|
(4,944
|
)
|
$
|
3,254,634
|
|
$
|
(3,374
|
)
|
$
|
(1,364,494
|
)
|
$
|
1,881,942
|
|
|
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 income (loss)
|
|
|
|
|
|
|
(30,590
|
)
|
(30,590
|
)
|
||||||||||||
Foreign currency translation adjustment, net of tax
|
|
|
|
|
|
(230
|
)
|
|
|
|||||||||||||
Unrealized (losses) gains on marketable securities, net of tax
|
|
|
|
|
|
(66
|
)
|
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(296
|
)
|
|
(296
|
)
|
||||||||||||
Issuance of common stock upon exercise of options
|
85
|
|
—
|
|
|
|
1,478
|
|
|
|
1,478
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
543
|
|
—
|
|
|
|
7,289
|
|
|
|
7,289
|
|
||||||||||
Cancellation of restricted stock, net
|
(217
|
)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
31,044
|
|
|
|
31,044
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
66
|
|
|
|
66
|
|
||||||||||||
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
|
|
|
(9,492
|
)
|
(150,168
|
)
|
|
|
|
(150,168
|
)
|
|||||||||||
Balances as of September 30, 2015
|
131,038
|
|
$
|
131
|
|
(48,390
|
)
|
$
|
(1,163,386
|
)
|
$
|
2,408,312
|
|
$
|
(5,603
|
)
|
$
|
(245,749
|
)
|
$
|
993,705
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Stock options:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
55.5
|
%
|
|
N/A
|
|
|
55.7
|
%
|
|
45.0
|
%
|
Expected term
|
4.1 years
|
|
|
N/A
|
|
|
4.1 years
|
|
|
4.0 years
|
|
Risk-free interest rate
|
0.9
|
%
|
|
N/A
|
|
|
1.1
|
%
|
|
1.3
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
N/A
|
|
|
0.0
|
%
|
|
0.0
|
%
|
ESPP shares:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
50.4
|
%
|
|
56.0
|
%
|
|
55.6
|
%
|
|
53.0
|
%
|
Expected term
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
0.5
|
%
|
|
0.4
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Restricted stock units subject to market conditions:
|
|
|
|
|
|
|
|||||
Expected volatility
|
55.9
|
%
|
|
N/A
|
|
|
55.9
|
%
|
|
41.0
|
%
|
Expected term
|
2.7 years
|
|
|
N/A
|
|
|
3.0 years
|
|
|
3.0 years
|
|
Risk-free interest rate
|
1.0
|
%
|
|
N/A
|
|
|
1.0
|
%
|
|
1.0
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
N/A
|
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Stock options
|
$
|
7.21
|
|
|
N/A
|
|
|
$
|
10.15
|
|
|
$
|
9.05
|
|
|
ESPP shares
|
$
|
7.02
|
|
|
$
|
5.12
|
|
|
$
|
7.30
|
|
|
$
|
5.33
|
|
Restricted awards
|
$
|
16.70
|
|
|
$
|
13.13
|
|
|
$
|
22.98
|
|
|
$
|
22.27
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense
|
$
|
13,676
|
|
|
$
|
8,328
|
|
|
$
|
32,031
|
|
|
$
|
31,044
|
|
Pre-tax equity-based compensation, included in restructuring expense
|
$
|
14,731
|
|
|
$
|
—
|
|
|
$
|
14,731
|
|
|
$
|
—
|
|
|
Options (In Thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (In Thousands)
|
|||||
Outstanding at December 31, 2015
|
3,721
|
|
|
$
|
30.37
|
|
|
|
|
|
||
Assumed in connection with TiVo Acquisition
|
875
|
|
|
$
|
16.24
|
|
|
|
|
|
||
Granted
|
223
|
|
|
$
|
23.13
|
|
|
|
|
|
||
Exercised
|
(195
|
)
|
|
$
|
16.77
|
|
|
|
|
|
||
Forfeited and canceled
|
(441
|
)
|
|
$
|
31.11
|
|
|
|
|
|
||
Outstanding at September 30, 2016
|
4,183
|
|
|
$
|
27.58
|
|
|
2.8 years
|
|
$
|
3,873
|
|
Vested and expected to vest at September 30, 2016
|
4,040
|
|
|
$
|
27.72
|
|
|
2.7 years
|
|
$
|
3,862
|
|
Exercisable at September 30, 2016
|
3,318
|
|
|
$
|
28.65
|
|
|
2.1 years
|
|
$
|
3,790
|
|
|
Restricted Awards (In Thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
3,681
|
|
|
$
|
21.63
|
|
Assumed in connection with TiVo Acquisition
|
2,409
|
|
|
$
|
22.42
|
|
Granted
|
1,338
|
|
|
$
|
21.79
|
|
Vested
|
(1,578
|
)
|
|
$
|
22.24
|
|
Forfeited
|
(303
|
)
|
|
$
|
21.80
|
|
Outstanding at September 30, 2016
|
5,547
|
|
|
$
|
21.83
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Release of deferred tax asset valuation allowance
|
$
|
(88,138
|
)
|
|
$
|
—
|
|
|
$
|
(88,138
|
)
|
|
$
|
—
|
|
Foreign withholding tax
|
3,316
|
|
|
4,080
|
|
|
9,759
|
|
|
10,737
|
|
||||
State income tax (benefit) expense
|
140
|
|
|
(229
|
)
|
|
263
|
|
|
(2,411
|
)
|
||||
Foreign income tax
|
934
|
|
|
649
|
|
|
1,771
|
|
|
1,775
|
|
||||
Change in net deferred tax liabilities
|
303
|
|
|
(65
|
)
|
|
1,224
|
|
|
3,568
|
|
||||
Change in unrecognized tax benefits
|
—
|
|
|
(727
|
)
|
|
296
|
|
|
(745
|
)
|
||||
Income tax (benefit) expense
|
$
|
(83,445
|
)
|
|
$
|
3,708
|
|
|
$
|
(74,825
|
)
|
|
$
|
12,924
|
|
|
Carryforward Amount
|
|
Years of Expiration
|
||
Federal (1)
|
$
|
1,155,486
|
|
|
2020 - 2033
|
State (2)
|
$
|
821,952
|
|
|
2017 - 2033
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Intellectual Property Licensing
|
|
|
|
|
|
|
|
||||||||
Service Provider
|
$
|
66,684
|
|
|
$
|
45,890
|
|
|
$
|
162,791
|
|
|
$
|
144,344
|
|
Consumer Electronics
|
15,139
|
|
|
11,630
|
|
|
43,011
|
|
|
47,927
|
|
||||
Revenues
|
81,823
|
|
|
57,520
|
|
|
205,802
|
|
|
192,271
|
|
||||
Adjusted Operating Expenses (1)
|
19,349
|
|
|
15,515
|
|
|
51,203
|
|
|
47,535
|
|
||||
Adjusted EBITDA (2)
|
62,474
|
|
|
42,005
|
|
|
154,599
|
|
|
144,736
|
|
||||
Product
|
|
|
|
|
|
|
|
||||||||
Service Provider
|
59,389
|
|
|
48,117
|
|
|
162,480
|
|
|
149,440
|
|
||||
Consumer Electronics
|
9,153
|
|
|
5,825
|
|
|
18,010
|
|
|
16,586
|
|
||||
Other
|
2,756
|
|
|
3,420
|
|
|
10,458
|
|
|
18,430
|
|
||||
Revenues
|
71,298
|
|
|
57,362
|
|
|
190,948
|
|
|
184,456
|
|
||||
Adjusted Operating Expenses (1)
|
59,807
|
|
|
45,811
|
|
|
150,957
|
|
|
146,959
|
|
||||
Adjusted EBITDA (2)
|
11,491
|
|
|
11,551
|
|
|
39,991
|
|
|
37,497
|
|
||||
Corporate:
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Expenses (1)
|
14,151
|
|
|
11,907
|
|
|
38,406
|
|
|
38,472
|
|
||||
Adjusted EBITDA (2)
|
(14,151
|
)
|
|
(11,907
|
)
|
|
(38,406
|
)
|
|
(38,472
|
)
|
||||
Consolidated:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
153,121
|
|
|
114,882
|
|
|
396,750
|
|
|
376,727
|
|
||||
Adjusted Operating Expenses (1)
|
93,307
|
|
|
73,233
|
|
|
240,566
|
|
|
232,966
|
|
||||
Adjusted EBITDA (2)
|
59,814
|
|
|
41,649
|
|
|
156,184
|
|
|
143,761
|
|
||||
Depreciation
|
4,622
|
|
|
4,280
|
|
|
13,181
|
|
|
13,098
|
|
||||
Amortization of intangible assets
|
24,925
|
|
|
19,189
|
|
|
63,087
|
|
|
57,789
|
|
||||
Restructuring and asset impairment charges
|
22,311
|
|
|
218
|
|
|
24,644
|
|
|
1,757
|
|
||||
Equity-based compensation
|
13,676
|
|
|
8,328
|
|
|
32,031
|
|
|
31,044
|
|
||||
Transaction, transition and integration costs
|
13,996
|
|
|
—
|
|
|
20,039
|
|
|
—
|
|
||||
Earnout amortization and settlement
|
319
|
|
|
(860
|
)
|
|
1,508
|
|
|
(860
|
)
|
||||
Contested proxy election costs
|
—
|
|
|
—
|
|
|
—
|
|
|
4,346
|
|
||||
Change in franchise tax reserve
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
||||
Operating (loss) income from continuing operations
|
(20,035
|
)
|
|
10,494
|
|
|
1,540
|
|
|
36,587
|
|
||||
Interest expense
|
(11,021
|
)
|
|
(11,348
|
)
|
|
(32,411
|
)
|
|
(35,421
|
)
|
||||
Interest income and other, net
|
353
|
|
|
586
|
|
|
322
|
|
|
1,089
|
|
||||
Income (loss) on interest rate swaps
|
1,697
|
|
|
(11,787
|
)
|
|
(16,897
|
)
|
|
(17,106
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
(2,695
|
)
|
|
—
|
|
|
(2,815
|
)
|
||||
Loss from continuing operations before income taxes
|
$
|
(29,006
|
)
|
|
$
|
(14,750
|
)
|
|
$
|
(47,446
|
)
|
|
$
|
(17,666
|
)
|
(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 expenses, retention earn-outs payable to former shareholders of acquired businesses, changes in contingent consideration, earn-out settlements, contested proxy election costs 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 expenses, retention earn-outs payable to former shareholders of acquired businesses, changes in contingent consideration, earn-out settlements, contested proxy election costs and changes in franchise tax reserves.
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
148,509
|
|
|
$
|
114,759
|
|
|
$
|
33,750
|
|
|
29
|
%
|
Hardware
|
4,612
|
|
|
123
|
|
|
4,489
|
|
|
3,650
|
%
|
|||
Total Revenues, net
|
153,121
|
|
|
114,882
|
|
|
$
|
38,239
|
|
|
33
|
%
|
||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
31,661
|
|
|
24,492
|
|
|
7,169
|
|
|
29
|
%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
4,560
|
|
|
116
|
|
|
4,444
|
|
|
3,831
|
%
|
|||
Research and development
|
30,951
|
|
|
22,976
|
|
|
7,975
|
|
|
35
|
%
|
|||
Selling, general and administrative
|
54,126
|
|
|
33,117
|
|
|
21,009
|
|
|
63
|
%
|
|||
Depreciation
|
4,622
|
|
|
4,280
|
|
|
342
|
|
|
8
|
%
|
|||
Amortization of intangible assets
|
24,925
|
|
|
19,189
|
|
|
5,736
|
|
|
30
|
%
|
|||
Restructuring and asset impairment charges
|
22,311
|
|
|
218
|
|
|
22,093
|
|
|
10,134
|
%
|
|||
Total costs and expenses
|
173,156
|
|
|
104,388
|
|
|
68,768
|
|
|
66
|
%
|
|||
Operating (loss) income from continuing operations
|
(20,035
|
)
|
|
10,494
|
|
|
(30,529
|
)
|
|
(291
|
)%
|
|||
Interest expense
|
(11,021
|
)
|
|
(11,348
|
)
|
|
327
|
|
|
(3
|
)%
|
|||
Interest income and other, net
|
353
|
|
|
586
|
|
|
(233
|
)
|
|
(40
|
)%
|
|||
Income (loss) on interest rate swaps
|
1,697
|
|
|
(11,787
|
)
|
|
13,484
|
|
|
(114
|
)%
|
|||
Loss on debt extinguishment
|
—
|
|
|
(2,695
|
)
|
|
2,695
|
|
|
(100
|
)%
|
|||
Loss from continuing operations before income taxes
|
(29,006
|
)
|
|
(14,750
|
)
|
|
(14,256
|
)
|
|
97
|
%
|
|||
Income tax (benefit) expense
|
(83,445
|
)
|
|
3,708
|
|
|
(87,153
|
)
|
|
(2,350
|
)%
|
|||
Income (loss) from continuing operations, net of tax
|
54,439
|
|
|
(18,458
|
)
|
|
72,897
|
|
|
(395
|
)%
|
|||
Loss from discontinued operations, net of tax
|
(4,517
|
)
|
|
—
|
|
|
(4,517
|
)
|
|
N/a
|
|
|||
Net income (loss)
|
$
|
49,922
|
|
|
$
|
(18,458
|
)
|
|
$
|
68,380
|
|
|
(370
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|
||||||
Licensing, services and software
|
$
|
390,998
|
|
|
$
|
376,312
|
|
|
$
|
14,686
|
|
|
4
|
%
|
Hardware
|
5,752
|
|
|
415
|
|
|
5,337
|
|
|
1,286
|
%
|
|||
Total Revenues, net
|
396,750
|
|
|
376,727
|
|
|
$
|
20,023
|
|
|
5
|
%
|
||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
78,651
|
|
|
78,134
|
|
|
517
|
|
|
1
|
%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
5,072
|
|
|
273
|
|
|
4,799
|
|
|
1,758
|
%
|
|||
Research and development
|
77,804
|
|
|
75,246
|
|
|
2,558
|
|
|
3
|
%
|
|||
Selling, general and administrative
|
132,771
|
|
|
113,843
|
|
|
18,928
|
|
|
17
|
%
|
|||
Depreciation
|
13,181
|
|
|
13,098
|
|
|
83
|
|
|
1
|
%
|
|||
Amortization of intangible assets
|
63,087
|
|
|
57,789
|
|
|
5,298
|
|
|
9
|
%
|
|||
Restructuring and asset impairment charges
|
24,644
|
|
|
1,757
|
|
|
22,887
|
|
|
1,303
|
%
|
|||
Total costs and expenses
|
395,210
|
|
|
340,140
|
|
|
55,070
|
|
|
16
|
%
|
|||
Operating (loss) income from continuing operations
|
1,540
|
|
|
36,587
|
|
|
(35,047
|
)
|
|
(96
|
)%
|
|||
Interest expense
|
(32,411
|
)
|
|
(35,421
|
)
|
|
3,010
|
|
|
(8
|
)%
|
|||
Interest income and other, net
|
322
|
|
|
1,089
|
|
|
(767
|
)
|
|
(70
|
)%
|
|||
Loss on interest rate swaps
|
(16,897
|
)
|
|
(17,106
|
)
|
|
209
|
|
|
(1
|
)%
|
|||
Loss on debt extinguishment
|
—
|
|
|
(2,815
|
)
|
|
2,815
|
|
|
(100
|
)%
|
|||
Loss before income taxes
|
(47,446
|
)
|
|
(17,666
|
)
|
|
(29,780
|
)
|
|
169
|
%
|
|||
Income tax (benefit) expense
|
(74,825
|
)
|
|
12,924
|
|
|
(87,749
|
)
|
|
(679
|
)%
|
|||
Income (loss) from continuing operations, net of tax
|
27,379
|
|
|
(30,590
|
)
|
|
57,969
|
|
|
(190
|
)%
|
|||
Loss from discontinued operations, net of tax
|
(4,517
|
)
|
|
—
|
|
|
(4,517
|
)
|
|
N/a
|
|
|||
Net income (loss)
|
$
|
22,862
|
|
|
$
|
(30,590
|
)
|
|
$
|
53,452
|
|
|
(175
|
)%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
66,684
|
|
|
$
|
45,890
|
|
|
$
|
20,794
|
|
|
45
|
%
|
Consumer Electronics
|
15,139
|
|
|
11,630
|
|
|
3,509
|
|
|
30
|
%
|
|||
Intellectual Property Licensing Revenues
|
81,823
|
|
|
57,520
|
|
|
24,303
|
|
|
42
|
%
|
|||
Adjusted Operating Expenses
|
19,349
|
|
|
15,515
|
|
|
3,834
|
|
|
25
|
%
|
|||
Adjusted EBITDA
|
$
|
62,474
|
|
|
$
|
42,005
|
|
|
$
|
20,469
|
|
|
49
|
%
|
Adjusted EBITDA Margin
|
76.4
|
%
|
|
73.0
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
162,791
|
|
|
$
|
144,344
|
|
|
$
|
18,447
|
|
|
13
|
%
|
Consumer Electronics
|
43,011
|
|
|
47,927
|
|
|
(4,916
|
)
|
|
(10
|
)%
|
|||
Intellectual Property Licensing Revenues
|
205,802
|
|
|
192,271
|
|
|
13,531
|
|
|
7
|
%
|
|||
Adjusted Operating Expenses
|
51,203
|
|
|
47,535
|
|
|
3,668
|
|
|
8
|
%
|
|||
Adjusted EBITDA
|
$
|
154,599
|
|
|
$
|
144,736
|
|
|
$
|
9,863
|
|
|
7
|
%
|
Adjusted EBITDA Margin
|
75.1
|
%
|
|
75.3
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
59,389
|
|
|
$
|
48,117
|
|
|
$
|
11,272
|
|
|
23
|
%
|
Consumer Electronics
|
9,153
|
|
|
5,825
|
|
|
3,328
|
|
|
57
|
%
|
|||
Other
|
2,756
|
|
|
3,420
|
|
|
(664
|
)
|
|
(19
|
)%
|
|||
Product Revenues
|
71,298
|
|
|
57,362
|
|
|
13,936
|
|
|
24
|
%
|
|||
Adjusted Operating Expenses
|
59,807
|
|
|
45,811
|
|
|
13,996
|
|
|
31
|
%
|
|||
Adjusted EBITDA
|
$
|
11,491
|
|
|
$
|
11,551
|
|
|
$
|
(60
|
)
|
|
(1
|
)%
|
Adjusted EBITDA Margin
|
16.1
|
%
|
|
20.1
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
162,480
|
|
|
$
|
149,440
|
|
|
$
|
13,040
|
|
|
9
|
%
|
Consumer Electronics
|
18,010
|
|
|
16,586
|
|
|
1,424
|
|
|
9
|
%
|
|||
Other
|
10,458
|
|
|
18,430
|
|
|
(7,972
|
)
|
|
(43
|
)%
|
|||
Product Revenues
|
190,948
|
|
|
184,456
|
|
|
6,492
|
|
|
4
|
%
|
|||
Adjusted Operating Expenses
|
150,957
|
|
|
146,959
|
|
|
3,998
|
|
|
3
|
%
|
|||
Adjusted EBITDA
|
$
|
39,991
|
|
|
$
|
37,497
|
|
|
$
|
2,494
|
|
|
7
|
%
|
Adjusted EBITDA Margin
|
20.9
|
%
|
|
20.3
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
14,151
|
|
|
$
|
11,907
|
|
|
$
|
2,244
|
|
|
19
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
38,406
|
|
|
$
|
38,472
|
|
|
$
|
(66
|
)
|
|
—
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
Change $
|
|
Change %
|
|||||||
Net cash provided by operating activities of continuing operations
|
$
|
78,174
|
|
|
$
|
101,038
|
|
|
$
|
(22,864
|
)
|
|
(23
|
)%
|
Net cash provided by investing activities
|
199,787
|
|
|
80,102
|
|
|
119,685
|
|
|
149
|
%
|
|||
Net cash provided by (used in) financing activities
|
1,382
|
|
|
(270,015
|
)
|
|
271,397
|
|
|
(101
|
)%
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(199
|
)
|
|
199
|
|
|
(100
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,598
|
|
|
(317
|
)
|
|
1,915
|
|
|
(604
|
)%
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
280,941
|
|
|
$
|
(89,391
|
)
|
|
$
|
370,332
|
|
|
(414
|
)%
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2021 Convertible Notes
|
$
|
230,000
|
|
|
$
|
230,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020 Convertible Notes
|
345,000
|
|
|
294,229
|
|
|
345,000
|
|
|
284,241
|
|
||||
Term Loan Facility B
|
684,250
|
|
|
678,504
|
|
|
689,500
|
|
|
682,915
|
|
||||
Total
|
$
|
1,259,250
|
|
|
$
|
1,202,733
|
|
|
$
|
1,034,500
|
|
|
$
|
967,156
|
|
•
|
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.
|
•
|
Where no VSOE exists for undeliverable elements, revenue is recognized at zero margin up to the amount billable until TiVo has established VSOE for the undelivered elements or TiVo has delivered all of the elements.
|
•
|
Where there is a lack of reasonably dependable estimates, revenue is recognized at zero margin up to the amount billable until TiVo has resolved the estimation uncertainty, after which TiVo recognizes margin under the percentage of completion method.
|
•
|
If TiVo cannot be reasonably assured that no loss will be incurred under the arrangement, TiVo will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the arrangement.
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations (1)
|
Total
|
|
Remainder of 2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
Thereafter
|
||||||||||
Long-term debt (2, 3)
|
$
|
1,259,250
|
|
|
$
|
231,750
|
|
|
$
|
14,000
|
|
|
$
|
359,000
|
|
|
$
|
654,500
|
|
Interest on long-term debt (2, 3, 4)
|
127,005
|
|
|
6,710
|
|
|
54,882
|
|
|
52,954
|
|
|
12,459
|
|
|||||
Purchase obligations (5)
|
86,134
|
|
|
32,000
|
|
|
53,174
|
|
|
960
|
|
|
—
|
|
|||||
Operating lease commitments (6)
|
118,541
|
|
|
4,411
|
|
|
32,131
|
|
|
24,537
|
|
|
57,462
|
|
|||||
Total
|
$
|
1,590,930
|
|
|
$
|
274,871
|
|
|
$
|
154,187
|
|
|
$
|
437,451
|
|
|
$
|
724,421
|
|
(1)
|
The following items have been excluded from the table:
|
•
|
Due to uncertainty about the periods in which tax examinations will be completed and limited information related to ongoing audits, we are unable to reliably estimate the timing of cash payments and settlements associated with liabilities for unrecognized tax benefits; therefore, amounts related to these obligations have been excluded from the table.
|
•
|
As a result of
TiVo Solutions
' acquisition of Cubiware, certain payments which are contingent on the occurrence of specified events may be payable. The contingent payments include guaranteed payments of $9.0 million provided certain key individuals remain employed through May 2018 and additional cash earn-outs (not to exceed $17.0 million in aggregate) payable through May 2018 contingent on the achievement of certain revenue and earnings before interest, depreciation, income taxes and amortization targets for each of the twelve month periods following the date of
TiVo Solutions
' acquisition of Cubiware. Due to uncertainty about the continued employment of former Cubiware employees and the probability of achieving the earn-outs, amounts related to these obligations have been excluded from the table.
|
•
|
Holders of
9.9 million
shares of
TiVo Solutions
common stock outstanding at the
TiVo Acquisition Date
did not vote to approve the
TiVo Acquisition
and asserted their appraisal rights under Delaware law with respect to such shares ("Dissenting Holders", and the shares held by such Dissenting Holders, the "Dissenting Shares"). The merger consideration for the Dissenting Shares is currently held in an account by the exchange agent in the
TiVo Acquisition
. An
$85.7 million
accrual for merger consideration was recognized at the
TiVo Acquisition Date
related to the Dissenting Holders. Should the Dissenting Holders prevail in a claim for additional consideration, the Dissenting Holders would be entitled to receive a cash payment in an amount equal to the fair value of their shares (as determined in accordance with the provisions of Delaware law) in lieu of the shares of
TiVo Corporation
which they would otherwise have been entitled to receive. The Dissenting Holders would also receive prejudgment interest on any appraisal award, which would be calculated at a rate of 5% above the Federal Reserve Discount Rate compounded quarterly. As the amount of cash that will be required to be paid to the Dissenting Holders is uncertain, and may be greater than the
$27.3 million
currently in an account with the exchange agent in the
TiVo Acquisition
, amounts related to these obligations have been excluded from the table. For additional details, see Note 2 to the
Condensed Consolidated Financial Statements
included in Part I, Item 1 of this
Quarterly Report on Form 10-Q
, which is incorporated herein by reference.
|
(2)
|
While the
2021 Convertible Notes
are scheduled to mature on October 1, 2021 and can be freely converted by holders beginning on
July 1, 2021
, future principal payments are presented based on the date holders can require
TiVo Solutions
to repurchase the
2021 Convertible Notes
.
Rovi
's acquisition of
TiVo Solutions
constitutes a Fundamental Change under the
2021 Convertible Notes
, which requires
TiVo Solutions
to offer to repurchase the
2021 Convertible Notes
at par plus accrued and unpaid interest. On
October 12, 2016
,
$229.95 million
of the
2021 Convertible Notes
|
(3)
|
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 the
Condensed Consolidated Financial Statements
included in Part I of this
Quarterly Report on Form 10-Q
, which is incorporated herein by reference.
|
(4)
|
Interest on
Term Loan Facility B
is presented based on the interest rate in effect as of
September 30, 2016
. For additional information, see Note 8 to the
Condensed Consolidated Financial Statements
included in Part I of this
Quarterly Report on Form 10-Q
, which is incorporated herein by reference.
|
(5)
|
In the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company may enter into agreements with certain vendors that allow the vendor to procure inventory based on defined criteria or requirements. Amounts represent firm, non-cancelable, and unconditional purchase commitments. If there are unexpected changes to anticipated demand for our products or the mix of products sold, some firm, non-cancelable, and unconditional purchase commitments may commit the Company to purchase excess inventory. In addition, in September 2016, TiVo Solutions entered into an agreement with DISH under which DISH agreed to provide TiVo Solutions with a release for all past products and a going-forward covenant not-to-sue under DISH’s existing patents during the 10-year license term in exchange for TiVo Solutions providing DISH certain TiVo Solutions products during the term and cash payments by TiVo Solutions to DISH of
$60.3 million
in the aggregate over the next twelve months.
|
(6)
|
Operating leases in the above table have been included on a gross basis. The Company has agreements to receive approximately
$5.8 million
under operating subleases from 2016 to
2019
.
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
|
•
|
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
|
•
|
require us to use a substantial portion of our cash flow from operations to make debt service payments;
|
•
|
limit our flexibility to plan for, or react to, changes in our business and industry;
|
•
|
place us at a competitive disadvantage compared to our less leveraged competitors; and
|
•
|
increase our vulnerability to the impact of adverse economic and industry conditions.
|
•
|
incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
|
•
|
issue redeemable preferred stock;
|
•
|
pay dividends or distributions or redeem or repurchase capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
make loans, investments and capital expenditures;
|
•
|
enter into agreements that restrict distributions from our subsidiaries;
|
•
|
sell assets and capital stock of our subsidiaries;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
consolidate or merge with or into, or sell substantially all of our assets to, another person.
|
•
|
we may not receive significant revenue from our current research and development efforts for several years, if at all;
|
•
|
we cannot assure you that the level of funding and significant resources we are committing for investments in new products, services and technologies will be sufficient or result in successful new products, services or technologies;
|
•
|
we cannot assure you that our newly developed products, services or technologies can be successfully protected as proprietary intellectual property ("IP") rights or will not infringe the intellectual property rights of others;
|
•
|
we cannot assure you that any new products or services that we develop will achieve market acceptance;
|
•
|
our products, services and technologies may become obsolete due to rapid advancements in technology and changes in consumer preferences;
|
•
|
we cannot assure you that revenue from new products, services or technologies will offset any decline in revenue from our products, services and technologies which may become obsolete; and
|
•
|
our competitors and/or potential customers may develop products, services or technologies similar to those developed by us, resulting in a reduction in the potential demand for our newly developed products, services or technologies.
|
•
|
problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations;
|
•
|
unanticipated costs, taxes, litigation and other contingent liabilities;
|
•
|
continued liability for pre-closing activities of divested businesses or certain post-closing liabilities which we may agree to assume as part of the transaction in which a particular business is divested;
|
•
|
adverse effects on existing business relationships with suppliers and customers;
|
•
|
cannibalization of revenue as customers may seek multi-product discounts;
|
•
|
risks associated with entering into markets in which we have no, or limited, prior experience;
|
•
|
incurrence of significant restructuring charges if acquired products or technologies are unsuccessful;
|
•
|
significant diversion of management's attention from our core business and diversion of key employees' time and resources;
|
•
|
licensing, indemnity or other conflicts between existing businesses and acquired businesses;
|
•
|
inability to retain key customers, distributors, suppliers, vendors and other business relations of the acquired business; and
|
•
|
potential loss of our key employees or the key employees of an acquired organization.
|
•
|
pay TV operators;
|
•
|
operators of entertainment content distributors, including PPV and VOD networks;
|
•
|
consumer electronics, digital PPV/VOD set-top hardware manufacturers, DVD hardware manufacturers and personal computer manufacturers;
|
•
|
semiconductor and equipment manufacturers;
|
•
|
content rights holders;
|
•
|
retailers and advertisers;
|
•
|
DRM suppliers; and
|
•
|
internet portals and other digital distribution companies.
|
•
|
foreign government regulation;
|
•
|
changes in diplomatic and trade relationships;
|
•
|
changes in, or imposition of, foreign laws and regulatory requirements and the costs of complying with such laws (including consumer and data protection laws);
|
•
|
changes in, or weakening of copyright and IP (patent) laws;
|
•
|
difficulty of effective enforcement of contractual provisions in local jurisdictions or difficulty in obtaining export licenses for certain technology;
|
•
|
import and export restrictions and duties, including tariffs, quotas or taxes and other trade barriers and restrictions;
|
•
|
fluctuations in our effective income tax rate driven by changes in the pre-tax profits that we derive from international sources, as well as changes in tax laws in jurisdictions in which we have a presence;
|
•
|
changes in a specific country's or region's political or economic condition, including changes resulting from the threat of terrorism;
|
•
|
difficulty in staffing and managing foreign operations, including compliance with laws governing labor and employment; and
|
•
|
fluctuations in foreign currency exchange rates.
|
•
|
our own or licensed encryption and authentication technology, or access or security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information or IP;
|
•
|
we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our websites or use of our products and services, or cause customer information or other sensitive information to be disclosed to a perpetrator, others or the general public;
|
•
|
someone could circumvent our security measures and misappropriate our, our business relations or customers' proprietary information or content or interrupt operations, or jeopardize our licensing arrangements, many of which are contingent on our sustaining appropriate security protections;
|
•
|
our computer systems could fail and lead to service interruptions or downtime for television or other guidance systems, or websites, which may include e-commerce websites;
|
•
|
we could inadvertently disclose customer information; or
|
•
|
we may need to grow, reconfigure or relocate our data centers in response to changing business needs, which may be costly and lead to unplanned disruptions of service.
|
•
|
the acceptance of our technologies by pay TV operators and CE manufacturers and other customers;
|
•
|
the timing and introduction of new services and features;
|
•
|
expenses related to, and the financial impact of, possible acquisitions of other businesses and the integration of such businesses;
|
•
|
expenses related to, and the financial impact of, the dispositions of businesses, including post-closing indemnification obligations;
|
•
|
the timing and ability of signing high-value licensing agreements during a specific period;
|
•
|
the extent to which new content technologies or formats replace technologies to which our solutions are targeted;
|
•
|
the pace at which our analog and older products sales decline compared to the pace at which our digital and new product revenues grow; and
|
•
|
adverse changes in the level of economic activity in the U.S. or other major economies in which we do business as a result of the threat of terrorism, military actions taken by the U.S. or its allies, or generally weak and uncertain economic and industry conditions.
|
•
|
actual or anticipated fluctuations in operating results;
|
•
|
announcements of renewal or termination of major contracts;
|
•
|
announcements of technical innovations;
|
•
|
new products, services or contracts;
|
•
|
announcements by competitors or their customers;
|
•
|
announcements by our customers;
|
•
|
governmental regulatory and copyright action;
|
•
|
developments with respect to patents or proprietary rights;
|
•
|
announcements regarding acquisitions or divestitures;
|
•
|
announcements regarding court cases, litigation or regulatory matters;
|
•
|
changes in financial estimates or coverage by securities analysts;
|
•
|
changes in interest rates which affect the value of our investment portfolio;
|
•
|
changes in tax law or the interpretation of tax laws; and
|
•
|
general market conditions.
|
•
|
Substantial expenditures for legal fees and costs to defend the Company and/or our customers;
|
•
|
substantial settlement, damage awards or related costs, including indemnification of customers and our required payment of royalties and/or licensing fees;
|
•
|
diversion of management and technical attention and resources to help defend the Company, including as part of pre-trial discovery;
|
•
|
either our customers discontinuing to use or ourselves discontinuing to sell infringing products or services;
|
•
|
our expending significant resources to develop and implement non-infringing technology;
|
•
|
our obtaining, or being required to obtain, licenses to infringed technology, which could be costly or unavailable;
|
•
|
an injunction forcing us to limit the functionality of our products and services, stop importing our products and services into certain markets, or cease operating our business altogether; and
|
•
|
delays in product delivery and new service introduction.
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||||
July 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,472.6
|
|
||
August 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,472.6
|
|
||
September 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
Excludes shares withheld to satisfy minimum statutory tax withholding requirements in connection with the net share settlement of restricted stock units. During the
three months ended September 30, 2016
, the Company withheld
0.3 million
shares of common stock to satisfy $
5.3 million
of required withholding taxes.
|
(2)
|
On April 29, 2015,
Rovi
's Board of Directors authorized the repurchase of up to
$125.0 million
of
Rovi
's common stock, excluding shares withheld to satisfy minimum statutory income tax withholding requirements in connection with the net share settlement of restricted stock units. The April 2015 authorization included amounts which were outstanding under our previously authorized stock repurchase programs. This authorization does not apply to
TiVo Corporation
and is no longer in effect. On
November 2, 2016
,
TiVo Corporation
's Board of Directors authorized the repurchase of up to
$50.5 million
of the Company's common stock.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Company Form+
|
|
Filing
Date
|
|
Exhibit
Number
|
|
Filed Herewith
|
2.01
|
|
Agreement and Plan of Merger, dated February 21, 2014, by and among Rovi Corporation, Victory Acquisition Corp., Veveo, Inc., and Paul Ferri, who will serve as the representative of the Veveo, Inc. stockholders and optionholders.*
|
|
Rovi Corp.
8-K
|
|
2/24/2014
|
|
2.1
|
|
|
2.02
|
|
Agreement and Plan of Merger dated as of October 30, 2014 by and among Rovi Corporation, Firestone Acquisition Corp., Fanhattan, Inc., and Fortis Advisors LLC as the Stockholders’ Representative*
|
|
Rovi Corp.
8-K
|
|
12/8/2014
|
|
2.1
|
|
|
2.03
|
|
Agreement and Plan of Merger dated as of April 28, 2016 by and among Rovi Corporation, TiVo Inc., Titan Technologies Corporation, Nova Acquisition Sub, Inc. and Titan Acquisition Sub, Inc.*
|
|
Rovi Corp.
8-K
|
|
5/4/2016
|
|
2.1
|
|
|
3.01
|
|
Amended and Restated Certificate of Incorporation of TiVo Corporation filed with the Secretary of State of the State of Delaware on September 7, 2016
|
|
TiVo Corp.
8-K
|
|
9/8/2016
|
|
3.1
|
|
|
3.02
|
|
Amended and restated Bylaws of TiVo Corporation effective as of September 7, 2016
|
|
TiVo Corp.
8-K
|
|
9/8/2016
|
|
3.2
|
|
|
4.01
|
|
Credit Agreement, dated as of July 2, 2014, among Rovi Guides, Inc. and Rovi Solutions Corporation, as borrowers, Rovi Corporation, as parent guarantor, the subsidiary guarantors, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Bank and SunTrust Robinson Humphrey, Inc., as joint bookrunners and lead arrangers, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
|
|
Rovi Corp.
8-K
|
|
7/3/2014
|
|
10.1
|
|
|
4.02
|
|
Indenture, dated as of March 4, 2015, by and between Rovi Corporation and U.S. Bank National Association, as trustee
|
|
Rovi Corp.
8-K
|
|
3/4/2015
|
|
4.1
|
|
|
4.03
|
|
First Supplemental Indenture, dated as of September 7, 2016, by and among Rovi Corporation, TiVo Corporation and U.S. Bank National Association, as trustee
|
|
TiVo Corp.
8-K
|
|
9/8/2016
|
|
4.1
|
|
|
4.04
|
|
Form of Note representing the Rovi Corporation 0.500% Convertible Senior Notes due 2020
|
|
Rovi Corp.
8-K
|
|
3/4/2015
|
|
4.2
|
|
|
4.05
|
|
Indenture, dated as of September 22, 2014 by and between TiVo Inc. and Wells Fargo Bank, National Association, as trustee
|
|
TiVo Solutions
8-K
|
|
9/23/2014
|
|
4.1
|
|
|
4.06
|
|
First Supplemental Indenture, dated as of September 7, 2016 by and among TiVo Solutions Inc., TiVo Corporation and Wells Fargo Bank, National Association, as trustee
|
|
TiVo Corp.
8-K
|
|
9/8/2016
|
|
4.2
|
|
|
4.07
|
|
Form of Note representing the TiVo Inc. 2% Convertible Senior Notes due 2021
|
|
TiVo Solutions
8-K
|
|
9/23/2014
|
|
4.2
|
|
|
4.08
|
|
Form of Common Stock Certificate
|
|
|
|
|
|
|
|
X
|
10.01
|
|
Rovi Corporation 2008 Equity Incentive Plan, as amended April 27, 2016**
|
|
Rovi Corp.
S-8
|
|
5/5/2016
|
|
99.1
|
|
|
10.02
|
|
Rovi Corporation 2008 Employee Stock Purchase Plan, as amended April 27, 2016**
|
|
Rovi Corp.
S-8
|
|
5/5/2016
|
|
99.7
|
|
|
10.03
|
|
Rovi Corporation 2000 Equity Incentive Plan**
|
|
Rovi Corp. DEF14A
|
|
3/16/2006
|
|
Annex A
|
|
|
10.04
|
|
Form of Notice of Stock Option Grant/Nonstatutory Stock Option Agreement pursuant to Rovi 2008 Equity Incentive Plan**
|
|
Rovi Corp.
10-K
|
|
2/11/2016
|
|
10.04
|
|
|
10.05
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement pursuant to Rovi 2008 Equity Incentive Plan**
|
|
Rovi Corp.
10-K
|
|
2/11/2016
|
|
10.05
|
|
|
10.06
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for one year vest) pursuant to Rovi 2008 Equity Incentive Plan**
|
|
Rovi Corp.
10-K
|
|
2/11/2016
|
|
10.06
|
|
|
10.07
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for three year vest) pursuant to Rovi 2008 Equity Incentive Plan**
|
|
Rovi Corp.
10-K
|
|
2/11/2016
|
|
10.07
|
|
|
10.08
|
|
Form of Notice of Restricted Stock Unit/Restricted Stock Unit Agreement pursuant to Rovi 2008 Equity Incentive Plan**
|
|
Rovi Corp.
10-K
|
|
2/11/2016
|
|
10.08
|
|
|
10.09
|
|
TiVo Inc. Amended & Restated 1999 Equity Incentive Plan and related documents**
|
|
TiVo Solutions
10-Q
|
|
9/9/2005
|
|
10.07
|
|
|
10.10
|
|
TiVo Inc. Amended & Restated 2008 Equity Incentive Award Plan (now known as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Corp.
S-8
|
|
9/9/2016
|
|
4.7
|
|
|
10.11
|
|
Form of Stock Option Agreement for TiVo Inc. Amended & Restated 1999 Equity Incentive Plan (now referred to as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Solutions
10-Q
|
|
9/9/2005
|
|
10.4
|
|
|
10.12
|
|
Form of Stock Option Notice and Agreement for TiVo Inc. 2008 Equity Incentive Award Plan (now referred to as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Solutions
10-Q
|
|
9/9/2008
|
|
10.2
|
|
|
10.13
|
|
Form of Restricted Stock Bonus Notice and Agreement for TiVo Inc. 2008 Equity Incentive Award Plan (now referred to as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Solutions
10-Q
|
|
11/27/2013
|
|
10.2
|
|
|
10.14
|
|
Form of Restricted Stock Unit Notice and Agreement for TiVo Inc. 2008 Equity Incentive Award Plan (stock-settled) (now referred to as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Solutions
10-Q
|
|
9/9/2008
|
|
10.4
|
|
|
10.15
|
|
Form of Restricted Stock Unit Notice and Agreement for TiVo Inc. 2008 Equity Incentive Award Plan (cash-settled) (now referred to as the “TiVo Corporation Titan Equity Incentive Award Plan”)**
|
|
TiVo Solutions
10-K
|
|
3/23/2012
|
|
10.15
|
|
|
10.16
|
|
2016 Senior Executive Company Incentive Plan**
|
|
Rovi Corp.
8-K
|
|
2/12/2016
|
|
10.1
|
|
|
10.17
|
|
Summary of TiVo Inc. Fiscal Year 2017 Bonus Plan for Executive Officers.
|
|
TiVo Solutions
8-K
|
|
3/30/2016
|
|
10.1
|
|
|
10.18
|
|
Offer letter to Thomas Carson dated December 14, 2011**
|
|
Rovi Corp.
8-K
|
|
12/16/2011
|
|
10.1
|
|
|
10.19
|
|
Amended and Restated Executive Severance and Arbitration Agreement with Thomas Carson dated December 14, 2011**
|
|
Rovi Corp.
8-K
|
|
12/16/2011
|
|
10.1
|
|
|
10.20
|
|
Offer letter to John Burke dated February 25, 2014**
|
|
Rovi Corp.
8-K
|
|
3/13/2014
|
|
10.1
|
|
|
10.21
|
|
Executive Severance and Arbitration Agreement with John Burke effective March 18, 2014**
|
|
Rovi Corp.
8-K
|
|
3/13/2014
|
|
10.2
|
|
|
10.22
|
|
Transition Letter Agreement with John Burke dated as of August 29, 2016
|
|
|
|
|
|
|
|
X
|
10.23
|
|
Offer letter to Pete Thompson dated August 17, 2016**
|
|
Rovi Corp.
8-K
|
|
8/31/2016
|
|
10.1
|
|
|
10.24
|
|
Executive Severance and Arbitration Agreement with Pete Thompson dated September 6, 2016**
|
|
Rovi Corp.
8-K
|
|
8/31/2016
|
|
10.2
|
|
|
10.25
|
|
Form of Indemnification Agreement entered into by Rovi Corporation and each of its directors and executive officers**
|
|
Rovi Corp.
10-K
|
|
3/2/2009
|
|
10.15
|
|
|
10.26
|
|
Form of Executive Severance and Arbitration Agreement**
|
|
Rovi Corp.
10-K
|
|
2/12/2014
|
|
10.22
|
|
|
10.27
|
|
Lease Agreement between TiVo Inc. and ECI Four Gold Street LLC, dated as of August 12, 2016
|
|
TiVo Solutions
8-K
|
|
8/23/2016
|
|
10.1
|
|
|
10.28
|
|
Lease between GC Net Lease (San Carlos) Investors, LLC and Rovi Corporation, dated June 26, 2015
|
|
Rovi Corp.
10-Q
|
|
7/30/2015
|
|
10.01
|
|
|
21.01
|
|
List of subsidiaries
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
***
|
32.02
|
|
Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
***
|
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
|
+
|
Company Forms include filings by Rovi Corporation, TiVo Solutions Inc. (formerly known as TiVo Inc.), and TiVo Corporation.
|
**
|
Management contract or compensatory plan or arrangement.
|
***
|
Furnished herewith.
|
TIVO CORPORATION
|
|
|
Authorized Officer:
|
|
|
Date:
|
By:
|
/s/ Thomas Carson
|
November 3, 2016
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
Date:
|
By:
|
/s/ Peter C. Halt
|
November 3, 2016
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
Date:
|
By:
|
/s/ Wesley Gutierrez
|
November 3, 2016
|
|
Wesley Gutierrez
|
|
|
Chief Accounting Officer and Treasurer
|
1.
|
An amount equal to twelve months of your current base salary ($475,000), less all applicable withholdings and deductions, paid over such twelve-month period on the schedule (and subject to earlier termination) described below (the “
Salary Continuation
”);
|
2.
|
An amount equal to your full 2016 target bonus (assuming full performance, but no over-performance, of targets, and for clarity excluding any discretionary bonuses), which for clarity is equal to seventy percent (70%) of your base salary ($332,500), payable in a lump-sum, less applicable deductions and withholdings, on the 60
th
day following your Separation from Service (as defined in the ESAA);
|
3.
|
Continued Welfare Benefits (as defined in the ESAA), for the time period described in Section 2(a) of the ESAA and on the other terms and conditions set forth in Section 2 (including Section 2(c)) of the ESAA; and
|
4.
|
Acceleration of all then-unvested Stock Awards held by you as of the end of the Transition Period, in accordance with Section 3 of the ESAA.
|
NAME
|
STATE OR OTHER JURISDICTION
OF INCORPORATION
|
All Media Guide, LLC
|
Delaware
|
Aptiv Digital LLC
|
Delaware
|
Cubiware Sp. z o.o.
|
Poland
|
DigitalSmiths Corporation
|
Delaware
|
DirectCom Networks, Inc.
|
Delaware
|
EuroMedia Group, Inc.
|
Delaware
|
Fanhattan, Inc.
|
Delaware
|
Gemstar Development LLC
|
California
|
Gemstar-TV Guide Interactive, LLC
|
Delaware
|
Interactive Program Guide, Inc. (46.25% owned)
|
Japan
|
InterActual Technologies, Inc.
|
California
|
IPG Development Venture, LLC
|
Delaware
|
Rovi Canada Inc.
|
Canada
|
Rovi Corporation
|
Delaware
|
Rovi Corporation (Shanghai) Co., Ltd.
|
China
|
Rovi Corporate Services, Inc.
|
Delaware
|
Rovi Data Solutions, Inc.
|
Delaware
|
Rovi Europe Ltd.
|
United Kingdom
|
Rovi Global Services SARL
|
Luxembourg
|
Rovi Guides, Inc.
|
Delaware
|
Rovi International Solutions SARL
|
Luxembourg
|
Rovi Payroll Services LLC
|
California
|
Rovi KK
|
Japan
|
Rovi Korea Co. Ltd.
|
Korea
|
Rovi Netherlands BV
|
Netherlands
|
Rovi Singapore Pte. Ltd.
|
Singapore
|
Rovi Solutions Corporation
|
Delaware
|
Rovi Solutions Mexico S. de R.L. de C.V.
|
Mexico
|
Rovi Technologies Corporation
|
Delaware
|
Sonic Solutions International, Inc.
|
Delaware
|
Sonic Solutions Holdings Inc.
|
Delaware
|
Sonic Solutions LLC
|
California
|
Snapstick Technologies Private Limited
|
India
|
TGC, Inc. (49.28% owned)
|
Cayman
|
TiVo Solutions Inc.
|
Delaware
|
TiVo Brands LLC
|
Delaware
|
TiVo Research and Analytics, Inc.
|
Delaware
|
TiVo Europe S.R.L.
|
Romania
|
TiVo (UK), Ltd.
|
United Kingdom
|
TiVo Intl. II, Inc.
|
Cayman
|
TiVo International, Inc.
|
Delaware
|
TV Guide Affiliate Sales & Marketing, Inc.
|
Delaware
|
TV Guide Interactive Group, Inc.
|
Delaware
|
TV Guide Interactive, Inc.
|
Delaware
|
TV Guide International IPG, Inc.
|
Delaware
|
TV Guide International, Inc.
|
Delaware
|
TV Guide Media Sales, Inc.
|
Delaware
|
TV Guide Mobile Entertainment, Inc.
|
Delaware
|
TV Guide Online, Inc.
|
Delaware
|
TV Guide Online, LLC
|
Delaware
|
TV Guide Onscreen, Inc.
|
Delaware
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2016
|
|
|
|
|
|
|
/s/ Thomas Carson
|
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2016
|
|
|
|
|
|
|
/s/ Peter C. Halt
|
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
(a)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and
|
(b)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
|
/s/ Thomas Carson
|
|
Thomas Carson
|
|
President and Chief Executive Officer
|
(a)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and
|
(b)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
|
|
/s/ Peter C. Halt
|
|
Peter C. Halt
|
|
Chief Financial Officer
|