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
|
(in thousands)
|
Outstanding as of
|
Class
|
October 27, 2017
|
Common Stock
|
122,054
|
|
|
|
PART I. FINANCIAL INFORMATION
|
||
ITEM 1.
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
||
PART II. OTHER INFORMATION
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,787
|
|
|
$
|
192,627
|
|
Short-term marketable securities
|
132,418
|
|
|
117,084
|
|
||
Accounts receivable, net
|
191,010
|
|
|
147,142
|
|
||
Inventory
|
11,710
|
|
|
13,186
|
|
||
Prepaid expenses and other current assets
|
47,449
|
|
|
37,400
|
|
||
Total current assets
|
475,374
|
|
|
507,439
|
|
||
Long-term marketable securities
|
88,112
|
|
|
128,929
|
|
||
Property and equipment, net
|
44,339
|
|
|
48,372
|
|
||
Intangible assets, net
|
685,455
|
|
|
806,838
|
|
||
Goodwill
|
1,813,236
|
|
|
1,812,118
|
|
||
Other long-term assets
|
66,235
|
|
|
17,147
|
|
||
Total assets
|
$
|
3,172,751
|
|
|
$
|
3,320,843
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
124,977
|
|
|
$
|
226,451
|
|
Deferred revenue
|
67,445
|
|
|
49,145
|
|
||
Current portion of long-term debt
|
7,000
|
|
|
7,000
|
|
||
Total current liabilities
|
199,422
|
|
|
282,596
|
|
||
Taxes payable, less current portion
|
4,936
|
|
|
4,893
|
|
||
Deferred revenue, less current portion
|
43,521
|
|
|
43,545
|
|
||
Long-term debt, less current portion
|
973,957
|
|
|
967,732
|
|
||
Deferred tax liabilities, net
|
78,399
|
|
|
77,454
|
|
||
Other long-term liabilities
|
28,528
|
|
|
34,987
|
|
||
Total liabilities
|
1,328,763
|
|
|
1,411,207
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 250,000 shares authorized; 123,040 shares issued and 121,895 shares outstanding as of September 30, 2017; and 120,526 shares issued and 120,061 shares outstanding as of December 31, 2016
|
123
|
|
|
121
|
|
||
Treasury stock, 1,145 shares and 465 shares as of September 30, 2017 and December 31, 2016, respectively, at cost
|
(22,430
|
)
|
|
(9,646
|
)
|
||
Additional paid-in capital
|
3,280,689
|
|
|
3,280,905
|
|
||
Accumulated other comprehensive loss
|
(3,304
|
)
|
|
(7,049
|
)
|
||
Accumulated deficit
|
(1,411,090
|
)
|
|
(1,354,695
|
)
|
||
Total stockholders’ equity
|
1,843,988
|
|
|
1,909,636
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,172,751
|
|
|
$
|
3,320,843
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net:
|
|
|
|
|
|
|
|
||||||||
Licensing, services and software
|
$
|
188,031
|
|
|
$
|
148,509
|
|
|
$
|
577,545
|
|
|
$
|
390,998
|
|
Hardware
|
9,867
|
|
|
4,612
|
|
|
34,675
|
|
|
5,752
|
|
||||
Total Revenues, net
|
197,898
|
|
|
153,121
|
|
|
612,220
|
|
|
396,750
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
42,811
|
|
|
31,661
|
|
|
124,398
|
|
|
78,651
|
|
||||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
9,889
|
|
|
4,560
|
|
|
35,877
|
|
|
5,072
|
|
||||
Research and development
|
48,872
|
|
|
30,380
|
|
|
144,386
|
|
|
76,112
|
|
||||
Selling, general and administrative
|
47,431
|
|
|
54,697
|
|
|
147,121
|
|
|
134,463
|
|
||||
Depreciation
|
5,015
|
|
|
4,622
|
|
|
15,869
|
|
|
13,181
|
|
||||
Amortization of intangible assets
|
41,722
|
|
|
24,925
|
|
|
125,100
|
|
|
63,087
|
|
||||
Restructuring and asset impairment charges
|
3,710
|
|
|
22,311
|
|
|
17,623
|
|
|
24,644
|
|
||||
Total costs and expenses
|
199,450
|
|
|
173,156
|
|
|
610,374
|
|
|
395,210
|
|
||||
Operating (loss) income
|
(1,552
|
)
|
|
(20,035
|
)
|
|
1,846
|
|
|
1,540
|
|
||||
Interest expense
|
(10,990
|
)
|
|
(11,021
|
)
|
|
(31,827
|
)
|
|
(32,411
|
)
|
||||
Interest income and other, net
|
1,059
|
|
|
353
|
|
|
3,819
|
|
|
322
|
|
||||
(Loss) income on interest rate swaps
|
(39
|
)
|
|
1,697
|
|
|
(1,374
|
)
|
|
(16,897
|
)
|
||||
TiVo Acquisition litigation
|
(1,100
|
)
|
|
—
|
|
|
(14,006
|
)
|
|
—
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
||||
Loss on debt modification
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
—
|
|
||||
Loss before income taxes
|
(12,622
|
)
|
|
(29,006
|
)
|
|
(42,579
|
)
|
|
(47,446
|
)
|
||||
Income tax expense (benefit)
|
4,341
|
|
|
(83,445
|
)
|
|
13,816
|
|
|
(74,825
|
)
|
||||
(Loss) income from continuing operations, net of tax
|
(16,963
|
)
|
|
54,439
|
|
|
(56,395
|
)
|
|
27,379
|
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(4,517
|
)
|
|
—
|
|
|
(4,517
|
)
|
||||
Net (loss) income
|
$
|
(16,963
|
)
|
|
$
|
49,922
|
|
|
$
|
(56,395
|
)
|
|
$
|
22,862
|
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
0.60
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.32
|
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
||||
Basic (loss) earnings per share
|
$
|
(0.14
|
)
|
|
$
|
0.55
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.27
|
|
Weighted average shares used in computing basic per share amounts
|
120,935
|
|
|
91,131
|
|
|
119,994
|
|
|
84,895
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.14
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.32
|
|
Discontinued operations
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
|
(0.05
|
)
|
||||
Diluted (loss) earnings per share
|
$
|
(0.14
|
)
|
|
$
|
0.54
|
|
|
$
|
(0.47
|
)
|
|
$
|
0.27
|
|
Weighted average shares used in computing diluted per share amounts
|
120,935
|
|
|
92,144
|
|
|
119,994
|
|
|
85,858
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
0.54
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income
|
$
|
(16,963
|
)
|
|
$
|
49,922
|
|
|
$
|
(56,395
|
)
|
|
$
|
22,862
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
267
|
|
|
452
|
|
|
3,394
|
|
|
2,636
|
|
||||
Unrealized gains (losses) on marketable securities
|
82
|
|
|
(282
|
)
|
|
351
|
|
|
493
|
|
||||
Other comprehensive income, net of tax
|
349
|
|
|
170
|
|
|
3,745
|
|
|
3,129
|
|
||||
Comprehensive (loss) income
|
$
|
(16,614
|
)
|
|
$
|
50,092
|
|
|
$
|
(52,650
|
)
|
|
$
|
25,991
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(56,395
|
)
|
|
$
|
22,862
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
4,517
|
|
||
Depreciation
|
15,869
|
|
|
13,181
|
|
||
Amortization of intangible assets
|
125,100
|
|
|
63,087
|
|
||
Amortization of convertible note discount and note issuance costs
|
11,016
|
|
|
10,468
|
|
||
Restructuring and asset impairment charges
|
17,623
|
|
|
24,644
|
|
||
Equity-based compensation
|
38,781
|
|
|
32,031
|
|
||
Change in fair value of interest rate swaps
|
(5,102
|
)
|
|
9,716
|
|
||
TiVo Acquisition litigation
|
14,006
|
|
|
—
|
|
||
Loss on debt extinguishment
|
108
|
|
|
—
|
|
||
Loss on debt modification
|
929
|
|
|
—
|
|
||
Deferred income taxes
|
1,035
|
|
|
(87,512
|
)
|
||
Other operating, net
|
(3,358
|
)
|
|
1,548
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(42,155
|
)
|
|
(9,798
|
)
|
||
Inventory
|
1,476
|
|
|
1,260
|
|
||
Prepaid expenses and other current assets and other long-term assets
|
(58,411
|
)
|
|
(10,737
|
)
|
||
Accounts payable and accrued expenses and other long-term liabilities
|
(29,680
|
)
|
|
2,663
|
|
||
Taxes payable
|
2,141
|
|
|
(1,827
|
)
|
||
Deferred revenue
|
18,276
|
|
|
2,071
|
|
||
Net cash provided by operating activities
|
51,259
|
|
|
78,174
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for purchase of short- and long-term marketable securities
|
(121,979
|
)
|
|
(132,159
|
)
|
||
Proceeds from sales or maturities of short- and long-term marketable securities
|
150,261
|
|
|
183,992
|
|
||
Cash acquired in Tivo Acquisition, net of cash paid
|
—
|
|
|
166,312
|
|
||
Return of cash paid for TiVo Acquisition
|
25,143
|
|
|
—
|
|
||
Payment to Dissenting Holders in TiVo Acquisition
|
(117,030
|
)
|
|
—
|
|
||
Payments for purchase of property and equipment
|
(22,534
|
)
|
|
(15,810
|
)
|
||
Payments for purchase of patents
|
(2,000
|
)
|
|
(2,500
|
)
|
||
Other investing, net
|
(67
|
)
|
|
(48
|
)
|
||
Net cash (used in) provided by investing activities
|
(88,206
|
)
|
|
199,787
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net of issuance costs
|
681,552
|
|
|
—
|
|
||
Principal payments on long-term debt
|
(687,750
|
)
|
|
(5,250
|
)
|
||
Payments for dividends
|
(65,238
|
)
|
|
—
|
|
||
Payments for purchase of warrants
|
—
|
|
|
(2,923
|
)
|
||
Proceeds from sale of call options
|
—
|
|
|
5,706
|
|
||
Payments for contingent consideration and deferred holdback
|
(2,650
|
)
|
|
(750
|
)
|
||
Payments for withholding taxes related to net settlement of restricted awards
|
(12,784
|
)
|
|
(9,365
|
)
|
||
Proceeds from exercise of employee stock options and employee stock purchase plan
|
22,364
|
|
|
13,964
|
|
||
Net cash (used in) provided by financing activities
|
(64,506
|
)
|
|
1,382
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,613
|
|
|
1,598
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(99,840
|
)
|
|
280,941
|
|
||
Cash and cash equivalents at beginning of period
|
192,627
|
|
|
101,675
|
|
||
Cash and cash equivalents at end of period
|
$
|
92,787
|
|
|
$
|
382,616
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
AT&T Inc. ("AT&T")
|
14
|
%
|
|
13
|
%
|
|
14
|
%
|
|
13
|
%
|
Charter Communications Inc.
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
11
|
%
|
|
September 30, 2017
|
|
December 31, 2016
|
||
AT&T
|
22
|
%
|
|
15
|
%
|
Virgin Media Inc.
|
(1)
|
|
|
13
|
%
|
|
December 31, 2016
|
|
Measurement Period Adjustments
|
|
September 30, 2017
|
||||||
Prepaid expenses and other current assets and other long-term assets
|
$
|
25,909
|
|
|
$
|
2
|
|
|
$
|
25,911
|
|
Goodwill
|
468,330
|
|
|
932
|
|
|
469,262
|
|
|||
Accounts payable and accrued expenses and other long-term liabilities
|
(73,456
|
)
|
|
(1,175
|
)
|
|
(74,631
|
)
|
|||
Deferred tax liabilities, net
|
(97,305
|
)
|
|
241
|
|
|
(97,064
|
)
|
|||
Total merger consideration
|
1,129,726
|
|
|
—
|
|
|
1,129,726
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2016
|
|
2016
|
||||
Total Revenues, net
|
$
|
211,724
|
|
|
$
|
619,885
|
|
Net loss
|
$
|
(35,712
|
)
|
|
$
|
(118,906
|
)
|
Basic loss per share
|
$
|
(0.31
|
)
|
|
$
|
(1.03
|
)
|
Diluted loss per share
|
$
|
(0.31
|
)
|
|
$
|
(1.03
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Accounts receivable, gross
|
$
|
193,223
|
|
|
$
|
149,105
|
|
Less: Allowance for doubtful accounts
|
(2,213
|
)
|
|
(1,963
|
)
|
||
Accounts receivable, net
|
$
|
191,010
|
|
|
$
|
147,142
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
3,134
|
|
|
$
|
1,595
|
|
Finished goods
|
8,576
|
|
|
11,591
|
|
||
Inventory
|
$
|
11,710
|
|
|
$
|
13,186
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Computer software and equipment
|
$
|
154,039
|
|
|
$
|
136,776
|
|
Leasehold improvements
|
27,061
|
|
|
26,201
|
|
||
Furniture and fixtures
|
7,063
|
|
|
6,627
|
|
||
Property and equipment, gross
|
188,163
|
|
|
169,604
|
|
||
Less: Accumulated depreciation and amortization
|
(143,824
|
)
|
|
(121,232
|
)
|
||
Property and equipment, net
|
$
|
44,339
|
|
|
$
|
48,372
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Accounts payable
|
$
|
11,027
|
|
|
$
|
29,218
|
|
Accrued compensation and benefits
|
34,712
|
|
|
54,571
|
|
||
Accrual for merger consideration
|
—
|
|
|
78,981
|
|
||
Other accrued liabilities
|
79,238
|
|
|
63,681
|
|
||
Accounts payable and accrued expenses
|
$
|
124,977
|
|
|
$
|
226,451
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Significant noncash transactions
|
|
|
|
||||
Fair value of shares issued in connection with TiVo Acquisition
|
$
|
536
|
|
|
$
|
751,385
|
|
|
September 30, 2017
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
33,753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,753
|
|
Cash equivalents - Money market funds
|
59,034
|
|
|
—
|
|
|
—
|
|
|
59,034
|
|
||||
Cash and cash equivalents
|
$
|
92,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,787
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
$
|
10,584
|
|
Corporate debt securities
|
96,853
|
|
|
5
|
|
|
(108
|
)
|
|
96,750
|
|
||||
Foreign government obligations
|
2,248
|
|
|
—
|
|
|
(4
|
)
|
|
2,244
|
|
||||
U.S. Treasuries / Agencies
|
111,205
|
|
|
—
|
|
|
(253
|
)
|
|
110,952
|
|
||||
Marketable securities
|
$
|
221,106
|
|
|
$
|
5
|
|
|
$
|
(581
|
)
|
|
$
|
220,530
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
313,317
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
50,969
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,969
|
|
Cash equivalents - Money market funds
|
141,658
|
|
|
—
|
|
|
—
|
|
|
141,658
|
|
||||
Cash and cash equivalents
|
$
|
192,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
192,627
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(432
|
)
|
|
$
|
10,368
|
|
Corporate debt securities
|
106,128
|
|
|
8
|
|
|
(215
|
)
|
|
105,921
|
|
||||
Foreign government obligations
|
2,246
|
|
|
—
|
|
|
(8
|
)
|
|
2,238
|
|
||||
U.S. Treasuries / Agencies
|
127,734
|
|
|
14
|
|
|
(262
|
)
|
|
127,486
|
|
||||
Marketable securities
|
$
|
246,908
|
|
|
$
|
22
|
|
|
$
|
(917
|
)
|
|
$
|
246,013
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
438,640
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in less than 1 year
|
$
|
132,637
|
|
|
$
|
132,418
|
|
Due in 1-2 years
|
77,669
|
|
|
77,528
|
|
||
Due in more than 2 years
|
10,800
|
|
|
10,584
|
|
||
Total
|
$
|
221,106
|
|
|
$
|
220,530
|
|
|
September 30, 2017
|
||||||||||||||
|
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
|
$
|
59,034
|
|
|
$
|
59,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
56,595
|
|
|
—
|
|
|
56,595
|
|
|
—
|
|
||||
Foreign government obligations
|
2,244
|
|
|
—
|
|
|
2,244
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
73,579
|
|
|
—
|
|
|
73,579
|
|
|
—
|
|
||||
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
10,584
|
|
|
—
|
|
|
—
|
|
|
10,584
|
|
||||
Corporate debt securities
|
40,155
|
|
|
—
|
|
|
40,155
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
37,373
|
|
|
—
|
|
|
37,373
|
|
|
—
|
|
||||
Total Assets
|
$
|
279,564
|
|
|
$
|
59,034
|
|
|
$
|
209,946
|
|
|
$
|
10,584
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
Cubiware contingent consideration
|
$
|
(3,451
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,451
|
)
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
(14,850
|
)
|
|
—
|
|
|
(14,850
|
)
|
|
—
|
|
||||
Total Liabilities
|
$
|
(18,301
|
)
|
|
$
|
—
|
|
|
$
|
(14,850
|
)
|
|
$
|
(3,451
|
)
|
|
December 31, 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
|
$
|
141,658
|
|
|
$
|
141,658
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
76,568
|
|
|
—
|
|
|
76,568
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
40,516
|
|
|
—
|
|
|
40,516
|
|
|
—
|
|
||||
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
10,368
|
|
|
—
|
|
|
—
|
|
|
10,368
|
|
||||
Corporate debt securities
|
29,353
|
|
|
—
|
|
|
29,353
|
|
|
—
|
|
||||
Foreign government obligations
|
2,238
|
|
|
—
|
|
|
2,238
|
|
|
—
|
|
||||
U.S. Treasuries / Agencies
|
86,970
|
|
|
—
|
|
|
86,970
|
|
|
—
|
|
||||
Total Assets
|
$
|
387,671
|
|
|
$
|
141,658
|
|
|
$
|
235,645
|
|
|
$
|
10,368
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
Cubiware contingent consideration
|
$
|
(1,988
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,988
|
)
|
Interest rate swaps
|
(648
|
)
|
|
—
|
|
|
(648
|
)
|
|
—
|
|
||||
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
Cubiware contingent consideration
|
(3,285
|
)
|
|
—
|
|
|
—
|
|
|
(3,285
|
)
|
||||
Interest rate swaps
|
(19,303
|
)
|
|
—
|
|
|
(19,303
|
)
|
|
—
|
|
||||
Total Liabilities
|
$
|
(25,224
|
)
|
|
$
|
—
|
|
|
$
|
(19,951
|
)
|
|
$
|
(5,273
|
)
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
||||||||
Balance at beginning of period
|
$
|
10,584
|
|
|
$
|
(5,715
|
)
|
|
$
|
10,260
|
|
|
$
|
—
|
|
Assumed in TiVo Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,542
|
)
|
||||
Settlements
|
—
|
|
|
2,650
|
|
|
—
|
|
|
—
|
|
||||
Loss included in earnings
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
(67
|
)
|
||||
Unrealized gains included in other comprehensive income
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
10,584
|
|
|
$
|
(3,451
|
)
|
|
$
|
10,368
|
|
|
$
|
(7,609
|
)
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
||||||||
Balance at beginning of period
|
$
|
10,368
|
|
|
$
|
(5,273
|
)
|
|
$
|
10,260
|
|
|
$
|
—
|
|
Assumed in TiVo Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,542
|
)
|
||||
Settlements
|
—
|
|
|
2,650
|
|
|
—
|
|
|
—
|
|
||||
Loss included in earnings
|
—
|
|
|
(828
|
)
|
|
—
|
|
|
(67
|
)
|
||||
Unrealized gains included in other comprehensive income
|
216
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
10,584
|
|
|
$
|
(3,451
|
)
|
|
$
|
10,368
|
|
|
$
|
(7,609
|
)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (1)
|
|
Carrying Amount
|
|
Fair Value (1)
|
||||||||
2020 Convertible Notes
|
$
|
308,167
|
|
|
$
|
347,367
|
|
|
$
|
297,646
|
|
|
$
|
349,140
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
672,742
|
|
|
678,943
|
|
|
677,038
|
|
|
686,766
|
|
||||
Total Long-term debt
|
$
|
980,957
|
|
|
$
|
1,026,358
|
|
|
$
|
974,732
|
|
|
$
|
1,035,954
|
|
(1)
|
The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considers the nonperformance risk of the Company. If reported at fair value in the
Condensed Consolidated Balance Sheets
, debt issued or assumed by the Company would be classified in Level 2 of the fair value hierarchy.
|
|
Intellectual Property Licensing
|
|
Product
|
|
Total
|
||||||
Beginning of period
|
$
|
1,291,120
|
|
|
$
|
520,998
|
|
|
$
|
1,812,118
|
|
TiVo Acquisition
|
212
|
|
|
720
|
|
|
932
|
|
|||
Foreign currency translation
|
—
|
|
|
186
|
|
|
186
|
|
|||
End of period
|
$
|
1,291,332
|
|
|
$
|
521,904
|
|
|
$
|
1,813,236
|
|
|
September 30, 2017
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
||||||
Developed technology and patents
|
$
|
1,034,128
|
|
|
$
|
(654,102
|
)
|
|
$
|
380,026
|
|
Existing contracts and customer relationships
|
402,936
|
|
|
(120,496
|
)
|
|
282,440
|
|
|||
Content databases and other
|
59,697
|
|
|
(50,708
|
)
|
|
8,989
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
1,505,061
|
|
|
(833,606
|
)
|
|
671,455
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
||||||
TiVo Tradename
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
$
|
1,519,061
|
|
|
$
|
(833,606
|
)
|
|
$
|
685,455
|
|
|
December 31, 2016
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
||||||
Developed technology and patents
|
$
|
1,031,280
|
|
|
$
|
(586,800
|
)
|
|
$
|
444,480
|
|
Existing contracts and customer relationships
|
402,143
|
|
|
(64,123
|
)
|
|
338,020
|
|
|||
Content databases and other
|
59,390
|
|
|
(49,052
|
)
|
|
10,338
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
1,501,113
|
|
|
(708,275
|
)
|
|
792,838
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
||||||
TiVo Tradename
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
$
|
1,515,113
|
|
|
$
|
(708,275
|
)
|
|
$
|
806,838
|
|
Remainder of 2017
|
$
|
41,538
|
|
2018
|
147,432
|
|
|
2019
|
109,996
|
|
|
2020
|
109,172
|
|
|
2021
|
66,363
|
|
|
Thereafter
|
196,954
|
|
|
Total
|
$
|
671,455
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Facility-related costs
|
$
|
3,034
|
|
|
$
|
—
|
|
|
$
|
4,244
|
|
|
$
|
214
|
|
Severance costs
|
220
|
|
|
7,580
|
|
|
4,260
|
|
|
7,968
|
|
||||
Share-based payments
|
456
|
|
|
14,731
|
|
|
2,374
|
|
|
14,731
|
|
||||
Contract termination costs
|
—
|
|
|
—
|
|
|
4
|
|
|
1,279
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
|
6,741
|
|
|
452
|
|
||||
Restructuring and asset impairment charges
|
$
|
3,710
|
|
|
$
|
22,311
|
|
|
$
|
17,623
|
|
|
$
|
24,644
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Facility-related costs
|
$
|
3,006
|
|
|
$
|
758
|
|
Severance costs
|
668
|
|
|
3,796
|
|
||
Contract termination costs
|
68
|
|
|
183
|
|
||
Accrued restructuring costs
|
$
|
3,742
|
|
|
$
|
4,737
|
|
|
Balance at Beginning of Period
|
|
Restructuring Expense
|
|
Cash Settlements
|
|
Non-Cash Settlements
|
|
Other
|
|
Balance at End of Period
|
||||||||||||
Facility-related costs
|
$
|
224
|
|
|
$
|
3,610
|
|
|
$
|
(1,204
|
)
|
|
$
|
—
|
|
|
$
|
(237
|
)
|
|
$
|
2,393
|
|
Severance costs
|
3,504
|
|
|
4,413
|
|
|
(7,354
|
)
|
|
—
|
|
|
(31
|
)
|
|
532
|
|
||||||
Share-based payments
|
—
|
|
|
2,374
|
|
|
—
|
|
|
(2,374
|
)
|
|
—
|
|
|
—
|
|
||||||
Contract termination costs
|
63
|
|
|
4
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Asset impairment
|
—
|
|
|
6,741
|
|
|
—
|
|
|
(6,741
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,791
|
|
|
$
|
17,142
|
|
|
$
|
(8,625
|
)
|
|
$
|
(9,115
|
)
|
|
$
|
(268
|
)
|
|
$
|
2,925
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||
|
Stated Interest Rate
|
Issue Date
|
Maturity Date
|
Outstanding Principal
|
Carrying Amount
|
|
Outstanding Principal
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
0.500%
|
March 4, 2015
|
March 1, 2020
|
$
|
345,000
|
|
$
|
308,167
|
|
|
$
|
345,000
|
|
$
|
297,646
|
|
2021 Convertible Notes
|
2.000%
|
September 22, 2014
|
October 1, 2021
|
48
|
|
48
|
|
|
48
|
|
48
|
|
||||
Term Loan Facility B
|
Variable
|
July 2, 2014
|
July 2, 2021
|
677,250
|
|
672,742
|
|
|
682,500
|
|
677,038
|
|
||||
Total Long-term debt
|
|
|
|
$
|
1,022,298
|
|
980,957
|
|
|
$
|
1,027,548
|
|
974,732
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
7,000
|
|
|
|
7,000
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
973,957
|
|
|
|
$
|
967,732
|
|
•
|
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, 2017
|
|
December 31, 2016
|
||||
Liability component
|
|
|
|
||||
Principal outstanding
|
$
|
345,000
|
|
|
$
|
345,000
|
|
Less: Unamortized debt discount
|
(32,716
|
)
|
|
(42,144
|
)
|
||
Less: Unamortized debt issuance costs
|
(4,117
|
)
|
|
(5,210
|
)
|
||
Carrying amount
|
$
|
308,167
|
|
|
$
|
297,646
|
|
|
|
|
|
||||
Equity component
|
$
|
63,854
|
|
|
$
|
63,854
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stated interest
|
$
|
431
|
|
|
$
|
431
|
|
|
$
|
1,294
|
|
|
$
|
1,294
|
|
Amortization of debt discount
|
3,179
|
|
|
3,035
|
|
|
9,428
|
|
|
9,000
|
|
||||
Amortization of debt issuance costs
|
374
|
|
|
338
|
|
|
1,093
|
|
|
988
|
|
||||
Total interest expense
|
$
|
3,984
|
|
|
$
|
3,804
|
|
|
$
|
11,815
|
|
|
$
|
11,282
|
|
Remainder of 2017
|
$
|
1,750
|
|
2018
|
7,000
|
|
|
2019 (1)
|
352,000
|
|
|
2020
|
7,000
|
|
|
2021
|
654,548
|
|
|
Total
|
$
|
1,022,298
|
|
(1)
|
While the
2020 Convertible Notes
are scheduled to mature on March 1, 2020, future principal payments are presented based on the date the
2020 Convertible Notes
can be freely converted by holders, which is
December 1, 2019
. However, the
2020 Convertible Notes
may be converted by holders prior to
December 1, 2019
in certain circumstances.
|
|
|
|
Notional
|
|
|
|||||
Contract Inception
|
Contract Effective Date
|
Contract Maturity
|
September 30, 2017
|
December 31, 2016
|
Interest Rate Paid
|
Interest Rate Received
|
||||
Senior Secured Credit Facility
|
|
|
|
|
||||||
May 2012
|
April 2014
|
March 2017
|
$
|
—
|
|
$
|
215,000
|
|
(1)
|
One month USD-LIBOR
|
June 2013
|
January 2016
|
March 2019
|
$
|
250,000
|
|
$
|
250,000
|
|
2.23%
|
One month USD-LIBOR
|
September 2014
|
January 2016
|
July 2021
|
$
|
125,000
|
|
$
|
125,000
|
|
2.66%
|
One month USD-LIBOR
|
September 2014
|
March 2017
|
July 2021
|
$
|
200,000
|
|
$
|
200,000
|
|
2.93%
|
One month USD-LIBOR
|
(1)
|
The Company paid a fixed interest rate which gradually increased from
0.65%
for the
three-month settlement period ended in June 2014
to
2.11%
for the settlement period ended in
March 2017
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average shares used in computing basic per share amounts
|
120,935
|
|
|
91,131
|
|
|
119,994
|
|
|
84,895
|
|
Dilutive effect of equity-based compensation awards
|
—
|
|
|
1,013
|
|
|
—
|
|
|
963
|
|
Weighted average shares used in computing diluted per share amounts
|
120,935
|
|
|
92,144
|
|
|
119,994
|
|
|
85,858
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Restricted awards
|
5,234
|
|
|
1,483
|
|
|
4,444
|
|
|
2,176
|
|
Stock options
|
2,544
|
|
|
3,332
|
|
|
3,004
|
|
|
3,497
|
|
2020 Convertible Notes (1)
|
12,294
|
|
|
11,936
|
|
|
12,294
|
|
|
11,936
|
|
2021 Convertible Notes (1)
|
1
|
|
|
1,470
|
|
|
1
|
|
|
494
|
|
Warrants related to 2020 Convertible Notes (1)
|
12,079
|
|
|
11,936
|
|
|
12,079
|
|
|
11,936
|
|
Weighted average potential shares excluded from the calculation of Diluted EPS
|
32,152
|
|
|
30,157
|
|
|
31,822
|
|
|
30,039
|
|
(1)
|
See Note 9 for additional details.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Restricted stock units subject to market conditions:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
53.1
|
%
|
|
55.9
|
%
|
|
53.1
|
%
|
|
55.9
|
%
|
Expected term
|
2.5 years
|
|
|
2.7 years
|
|
|
2.5 years
|
|
|
3.0 years
|
|
Risk-free interest rate
|
1.5
|
%
|
|
1.0
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
Expected dividend yield
|
3.9
|
%
|
|
0.0
|
%
|
|
3.9
|
%
|
|
0.0
|
%
|
ESPP shares:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
42.2
|
%
|
|
50.4
|
%
|
|
42.0
|
%
|
|
55.6
|
%
|
Expected term
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
1.3
|
%
|
|
0.5
|
%
|
|
1.1
|
%
|
|
0.6
|
%
|
Expected dividend yield
|
3.9
|
%
|
|
0.0
|
%
|
|
2.4
|
%
|
|
0.0
|
%
|
Stock options:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
N/A
|
|
|
55.5
|
%
|
|
N/A
|
|
|
55.7
|
%
|
Expected term
|
N/A
|
|
|
4.1 years
|
|
|
N/A
|
|
|
4.1 years
|
|
Risk-free interest rate
|
N/A
|
|
|
0.9
|
%
|
|
N/A
|
|
|
1.1
|
%
|
Expected dividend yield
|
N/A
|
|
|
0.0
|
%
|
|
N/A
|
|
|
0.0
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Restricted awards
|
$
|
17.05
|
|
|
$
|
16.70
|
|
|
$
|
17.48
|
|
|
$
|
22.98
|
|
ESPP shares
|
$
|
5.78
|
|
|
$
|
7.02
|
|
|
$
|
5.70
|
|
|
$
|
7.30
|
|
Stock options
|
N/A
|
|
|
$
|
7.21
|
|
|
N/A
|
|
|
$
|
10.15
|
|
||
|
|
|
|
|
|
|
|
||||||||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense
|
$
|
13,007
|
|
|
$
|
13,676
|
|
|
$
|
38,781
|
|
|
$
|
32,031
|
|
Pre-tax equity-based compensation, included in restructuring expense
|
$
|
456
|
|
|
$
|
14,731
|
|
|
$
|
2,374
|
|
|
$
|
14,731
|
|
|
Restricted Awards (In Thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding as of beginning of period
|
5,162
|
|
|
$
|
21.80
|
|
Granted
|
2,719
|
|
|
$
|
17.48
|
|
Vested
|
(2,212
|
)
|
|
$
|
22.34
|
|
Forfeited
|
(384
|
)
|
|
$
|
20.42
|
|
Outstanding as of end of period
|
5,285
|
|
|
$
|
19.49
|
|
|
Options (In Thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (In Thousands)
|
|||||
Outstanding as of beginning of period
|
3,938
|
|
|
$
|
28.21
|
|
|
|
|
|
||
Exercised
|
(463
|
)
|
|
$
|
14.56
|
|
|
|
|
|
||
Forfeited and expired
|
(1,011
|
)
|
|
$
|
37.29
|
|
|
|
|
|
||
Outstanding as of end of period
|
2,464
|
|
|
$
|
27.05
|
|
|
2.7 years
|
|
$
|
537
|
|
Vested and expected to vest as of September 30, 2017
|
2,430
|
|
|
$
|
27.11
|
|
|
2.6 years
|
|
$
|
531
|
|
Exercisable as of September 30, 2017
|
2,049
|
|
|
$
|
27.83
|
|
|
2.4 years
|
|
$
|
486
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign withholding tax
|
$
|
4,106
|
|
|
$
|
3,316
|
|
|
$
|
11,118
|
|
|
$
|
9,759
|
|
State income tax
|
(992
|
)
|
|
140
|
|
|
143
|
|
|
263
|
|
||||
Foreign income tax
|
252
|
|
|
934
|
|
|
996
|
|
|
1,771
|
|
||||
Increase in (release of) deferred tax asset valuation allowance
|
348
|
|
|
(88,138
|
)
|
|
195
|
|
|
(88,138
|
)
|
||||
Change in net deferred tax liabilities
|
691
|
|
|
303
|
|
|
1,372
|
|
|
1,224
|
|
||||
Change in unrecognized tax benefits
|
(64
|
)
|
|
—
|
|
|
(8
|
)
|
|
296
|
|
||||
Income tax expense (benefit)
|
$
|
4,341
|
|
|
$
|
(83,445
|
)
|
|
$
|
13,816
|
|
|
$
|
(74,825
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Intellectual Property Licensing
|
|
|
|
|
|
|
|
||||||||
US Pay TV Providers
|
$
|
63,288
|
|
|
$
|
58,150
|
|
|
$
|
195,365
|
|
|
$
|
135,027
|
|
Other
|
31,020
|
|
|
24,936
|
|
|
93,859
|
|
|
72,038
|
|
||||
Revenues, net
|
94,308
|
|
|
83,086
|
|
|
289,224
|
|
|
207,065
|
|
||||
Adjusted Operating Expenses (1)
|
24,243
|
|
|
19,349
|
|
|
69,247
|
|
|
51,203
|
|
||||
Adjusted EBITDA (2)
|
70,065
|
|
|
63,737
|
|
|
219,977
|
|
|
155,862
|
|
||||
Product
|
|
|
|
|
|
|
|
||||||||
Platform Solutions
|
82,244
|
|
|
47,285
|
|
|
253,398
|
|
|
119,364
|
|
||||
Software and Services
|
20,718
|
|
|
19,994
|
|
|
65,739
|
|
|
59,863
|
|
||||
Other
|
628
|
|
|
2,756
|
|
|
3,859
|
|
|
10,458
|
|
||||
Revenues, net
|
103,590
|
|
|
70,035
|
|
|
322,996
|
|
|
189,685
|
|
||||
Adjusted Operating Expenses (1)
|
91,307
|
|
|
59,807
|
|
|
280,314
|
|
|
150,957
|
|
||||
Adjusted EBITDA (2)
|
12,283
|
|
|
10,228
|
|
|
42,682
|
|
|
38,728
|
|
||||
Corporate:
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Expenses (1)
|
15,851
|
|
|
14,151
|
|
|
47,084
|
|
|
38,406
|
|
||||
Adjusted EBITDA (2)
|
(15,851
|
)
|
|
(14,151
|
)
|
|
(47,084
|
)
|
|
(38,406
|
)
|
||||
Consolidated:
|
|
|
|
|
|
|
|
||||||||
Total Revenues, net
|
197,898
|
|
|
153,121
|
|
|
612,220
|
|
|
396,750
|
|
||||
Adjusted Operating Expenses (1)
|
131,401
|
|
|
93,307
|
|
|
396,645
|
|
|
240,566
|
|
||||
Adjusted EBITDA (2)
|
66,497
|
|
|
59,814
|
|
|
215,575
|
|
|
156,184
|
|
||||
Depreciation
|
5,015
|
|
|
4,622
|
|
|
15,869
|
|
|
13,181
|
|
||||
Amortization of intangible assets
|
41,722
|
|
|
24,925
|
|
|
125,100
|
|
|
63,087
|
|
||||
Restructuring and asset impairment charges
|
3,710
|
|
|
22,311
|
|
|
17,623
|
|
|
24,644
|
|
||||
Equity-based compensation
|
13,007
|
|
|
13,676
|
|
|
38,781
|
|
|
32,031
|
|
||||
Transaction, transition and integration costs
|
3,394
|
|
|
13,996
|
|
|
15,701
|
|
|
20,039
|
|
||||
Earnout amortization and settlement
|
958
|
|
|
319
|
|
|
2,875
|
|
|
1,508
|
|
||||
Remeasurement of contingent consideration
|
243
|
|
|
—
|
|
|
317
|
|
|
—
|
|
||||
Gain on settlement of acquired receivable
|
—
|
|
|
—
|
|
|
(2,537
|
)
|
|
—
|
|
||||
Change in franchise tax reserve
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||
Operating (loss) income
|
(1,552
|
)
|
|
(20,035
|
)
|
|
1,846
|
|
|
1,540
|
|
||||
Interest expense
|
(10,990
|
)
|
|
(11,021
|
)
|
|
(31,827
|
)
|
|
(32,411
|
)
|
||||
Interest income and other, net
|
1,059
|
|
|
353
|
|
|
3,819
|
|
|
322
|
|
||||
(Loss) income on interest rate swaps
|
(39
|
)
|
|
1,697
|
|
|
(1,374
|
)
|
|
(16,897
|
)
|
||||
TiVo Acquisition litigation
|
(1,100
|
)
|
|
—
|
|
|
(14,006
|
)
|
|
—
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
||||
Loss on debt modification
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
—
|
|
||||
Loss before income taxes
|
$
|
(12,622
|
)
|
|
$
|
(29,006
|
)
|
|
$
|
(42,579
|
)
|
|
$
|
(47,446
|
)
|
(1)
|
Adjusted Operating Expenses is defined as operating expenses excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs, gain on settlement of acquired receivable, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, changes in contingent consideration and changes in franchise tax reserves.
|
(2)
|
Adjusted EBITDA is defined as operating income excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, transaction, transition and integration costs,
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|
||||||
Licensing, services and software
|
$
|
188,031
|
|
|
$
|
148,509
|
|
|
$
|
39,522
|
|
|
27
|
%
|
Hardware
|
9,867
|
|
|
4,612
|
|
|
5,255
|
|
|
114
|
%
|
|||
Total Revenues, net
|
197,898
|
|
|
153,121
|
|
|
44,777
|
|
|
29
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
42,811
|
|
|
31,661
|
|
|
11,150
|
|
|
35
|
%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
9,889
|
|
|
4,560
|
|
|
5,329
|
|
|
117
|
%
|
|||
Research and development
|
48,872
|
|
|
30,380
|
|
|
18,492
|
|
|
61
|
%
|
|||
Selling, general and administrative
|
47,431
|
|
|
54,697
|
|
|
(7,266
|
)
|
|
(13
|
)%
|
|||
Depreciation
|
5,015
|
|
|
4,622
|
|
|
393
|
|
|
9
|
%
|
|||
Amortization of intangible assets
|
41,722
|
|
|
24,925
|
|
|
16,797
|
|
|
67
|
%
|
|||
Restructuring and asset impairment charges
|
3,710
|
|
|
22,311
|
|
|
(18,601
|
)
|
|
(83
|
)%
|
|||
Total costs and expenses
|
199,450
|
|
|
173,156
|
|
|
26,294
|
|
|
15
|
%
|
|||
Operating loss
|
(1,552
|
)
|
|
(20,035
|
)
|
|
18,483
|
|
|
(92
|
)%
|
|||
Interest expense
|
(10,990
|
)
|
|
(11,021
|
)
|
|
31
|
|
|
—
|
%
|
|||
Interest income and other, net
|
1,059
|
|
|
353
|
|
|
706
|
|
|
200
|
%
|
|||
(Loss) income on interest rate swaps
|
(39
|
)
|
|
1,697
|
|
|
(1,736
|
)
|
|
(102
|
)%
|
|||
TiVo Acquisition litigation
|
(1,100
|
)
|
|
—
|
|
|
(1,100
|
)
|
|
N/a
|
|
|||
Loss before income taxes
|
(12,622
|
)
|
|
(29,006
|
)
|
|
16,384
|
|
|
(56
|
)%
|
|||
Income tax expense (benefit)
|
4,341
|
|
|
(83,445
|
)
|
|
87,786
|
|
|
(105
|
)%
|
|||
(Loss) income from continuing operations, net of tax
|
(16,963
|
)
|
|
54,439
|
|
|
(71,402
|
)
|
|
(131
|
)%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(4,517
|
)
|
|
4,517
|
|
|
(100
|
)%
|
|||
Net (loss) income
|
$
|
(16,963
|
)
|
|
$
|
49,922
|
|
|
$
|
(66,885
|
)
|
|
(134
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
577,545
|
|
|
$
|
390,998
|
|
|
$
|
186,547
|
|
|
48
|
%
|
Hardware
|
34,675
|
|
|
5,752
|
|
|
28,923
|
|
|
503
|
%
|
|||
Total Revenues, net
|
612,220
|
|
|
396,750
|
|
|
215,470
|
|
|
54
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
124,398
|
|
|
78,651
|
|
|
45,747
|
|
|
58
|
%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
35,877
|
|
|
5,072
|
|
|
30,805
|
|
|
607
|
%
|
|||
Research and development
|
144,386
|
|
|
76,112
|
|
|
68,274
|
|
|
90
|
%
|
|||
Selling, general and administrative
|
147,121
|
|
|
134,463
|
|
|
12,658
|
|
|
9
|
%
|
|||
Depreciation
|
15,869
|
|
|
13,181
|
|
|
2,688
|
|
|
20
|
%
|
|||
Amortization of intangible assets
|
125,100
|
|
|
63,087
|
|
|
62,013
|
|
|
98
|
%
|
|||
Restructuring and asset impairment charges
|
17,623
|
|
|
24,644
|
|
|
(7,021
|
)
|
|
(28
|
)%
|
|||
Total costs and expenses
|
610,374
|
|
|
395,210
|
|
|
215,164
|
|
|
54
|
%
|
|||
Operating income
|
1,846
|
|
|
1,540
|
|
|
306
|
|
|
20
|
%
|
|||
Interest expense
|
(31,827
|
)
|
|
(32,411
|
)
|
|
584
|
|
|
(2
|
)%
|
|||
Interest income and other, net
|
3,819
|
|
|
322
|
|
|
3,497
|
|
|
1,086
|
%
|
|||
Loss on interest rate swaps
|
(1,374
|
)
|
|
(16,897
|
)
|
|
15,523
|
|
|
(92
|
)%
|
|||
TiVo Acquisition litigation
|
(14,006
|
)
|
|
—
|
|
|
(14,006
|
)
|
|
N/a
|
|
|||
Loss on debt extinguishment
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|
N/a
|
|
|||
Loss on debt modification
|
(929
|
)
|
|
—
|
|
|
(929
|
)
|
|
N/a
|
|
|||
Loss before income taxes
|
(42,579
|
)
|
|
(47,446
|
)
|
|
4,867
|
|
|
(10
|
)%
|
|||
Income tax expense (benefit)
|
13,816
|
|
|
(74,825
|
)
|
|
88,641
|
|
|
(118
|
)%
|
|||
(Loss) income from continuing operations, net of tax
|
(56,395
|
)
|
|
27,379
|
|
|
(83,774
|
)
|
|
(306
|
)%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(4,517
|
)
|
|
4,517
|
|
|
(100
|
)%
|
|||
Net (loss) income
|
$
|
(56,395
|
)
|
|
$
|
22,862
|
|
|
$
|
(79,257
|
)
|
|
(347
|
)%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
63,288
|
|
|
$
|
58,150
|
|
|
$
|
5,138
|
|
|
9
|
%
|
Other
|
31,020
|
|
|
24,936
|
|
|
6,084
|
|
|
24
|
%
|
|||
Intellectual Property Licensing Revenues
|
94,308
|
|
|
83,086
|
|
|
11,222
|
|
|
14
|
%
|
|||
Adjusted Operating Expenses
|
24,243
|
|
|
19,349
|
|
|
4,894
|
|
|
25
|
%
|
|||
Adjusted EBITDA
|
$
|
70,065
|
|
|
$
|
63,737
|
|
|
$
|
6,328
|
|
|
10
|
%
|
Adjusted EBITDA Margin
|
74.3
|
%
|
|
76.7
|
%
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
195,365
|
|
|
$
|
135,027
|
|
|
$
|
60,338
|
|
|
45
|
%
|
Other
|
93,859
|
|
|
72,038
|
|
|
21,821
|
|
|
30
|
%
|
|||
Intellectual Property Licensing Revenues
|
289,224
|
|
|
207,065
|
|
|
82,159
|
|
|
40
|
%
|
|||
Adjusted Operating Expenses
|
69,247
|
|
|
51,203
|
|
|
18,044
|
|
|
35
|
%
|
|||
Adjusted EBITDA
|
$
|
219,977
|
|
|
$
|
155,862
|
|
|
$
|
64,115
|
|
|
41
|
%
|
Adjusted EBITDA Margin
|
76.1
|
%
|
|
75.3
|
%
|
|
|
|
|
|
Revenues
|
|
Cash Receipts
|
||||
Remainder of 2017
|
$
|
18,307
|
|
|
$
|
6,016
|
|
2018
|
42,715
|
|
|
32,714
|
|
||
Thereafter
|
—
|
|
|
21,558
|
|
||
Total
|
$
|
61,022
|
|
|
$
|
60,288
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
82,244
|
|
|
$
|
47,285
|
|
|
$
|
34,959
|
|
|
74
|
%
|
Software and Services
|
20,718
|
|
|
19,994
|
|
|
724
|
|
|
4
|
%
|
|||
Other
|
628
|
|
|
2,756
|
|
|
(2,128
|
)
|
|
(77
|
)%
|
|||
Product Revenues
|
103,590
|
|
|
70,035
|
|
|
33,555
|
|
|
48
|
%
|
|||
Adjusted Operating Expenses
|
91,307
|
|
|
59,807
|
|
|
31,500
|
|
|
53
|
%
|
|||
Adjusted EBITDA
|
$
|
12,283
|
|
|
$
|
10,228
|
|
|
$
|
2,055
|
|
|
20
|
%
|
Adjusted EBITDA Margin
|
11.9
|
%
|
|
14.6
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
253,398
|
|
|
$
|
119,364
|
|
|
$
|
134,034
|
|
|
112
|
%
|
Software and Services
|
65,739
|
|
|
59,863
|
|
|
5,876
|
|
|
10
|
%
|
|||
Other
|
3,859
|
|
|
10,458
|
|
|
(6,599
|
)
|
|
(63
|
)%
|
|||
Product Revenues
|
322,996
|
|
|
189,685
|
|
|
133,311
|
|
|
70
|
%
|
|||
Adjusted Operating Expenses
|
280,314
|
|
|
150,957
|
|
|
129,357
|
|
|
86
|
%
|
|||
Adjusted EBITDA
|
$
|
42,682
|
|
|
$
|
38,728
|
|
|
$
|
3,954
|
|
|
10
|
%
|
Adjusted EBITDA Margin
|
13.2
|
%
|
|
20.4
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
15,851
|
|
|
$
|
14,151
|
|
|
$
|
1,700
|
|
|
12
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
47,084
|
|
|
$
|
38,406
|
|
|
$
|
8,678
|
|
|
23
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Change $
|
|
Change %
|
|||||||
Net cash provided by operating activities
|
$
|
51,259
|
|
|
$
|
78,174
|
|
|
$
|
(26,915
|
)
|
|
(34
|
)%
|
Net cash (used in) provided by investing activities
|
(88,206
|
)
|
|
199,787
|
|
|
(287,993
|
)
|
|
(144
|
)%
|
|||
Net cash (used in) provided by financing activities
|
(64,506
|
)
|
|
1,382
|
|
|
(65,888
|
)
|
|
(4,768
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,613
|
|
|
1,598
|
|
|
15
|
|
|
1
|
%
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(99,840
|
)
|
|
$
|
280,941
|
|
|
$
|
(380,781
|
)
|
|
(136
|
)%
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
$
|
345,000
|
|
|
$
|
308,167
|
|
|
$
|
345,000
|
|
|
$
|
297,646
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
677,250
|
|
|
672,742
|
|
|
682,500
|
|
|
677,038
|
|
||||
Total
|
$
|
1,022,298
|
|
|
$
|
980,957
|
|
|
$
|
1,027,548
|
|
|
$
|
974,732
|
|
•
|
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.
|
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 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000.0
|
|
||
August 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000.0
|
|
||
September 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000.0
|
|
||
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, 2017
, the Company withheld
0.1 million
shares of common stock to satisfy
$1.5 million
of required withholding taxes.
|
(2)
|
On
February 14, 2017
,
TiVo Corporation
's Board of Directors approved an increase to its common stock repurchase program authorization to
$150.0 million
. The February 2017 authorization includes amounts which were outstanding under previously authorized share repurchase programs.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Company Form
|
|
Filing
Date
|
|
Exhibit
Number
|
|
Filed Herewith
|
10.01
|
|
|
TiVo Corp.
8-K
|
|
7/7/2017
|
|
10.1
|
|
|
|
10.02
|
|
|
|
|
|
|
|
|
X
|
|
10.03
|
|
|
|
|
|
|
|
|
X
|
|
31.01
|
|
|
|
|
|
|
|
|
X
|
|
31.02
|
|
|
|
|
|
|
|
|
X
|
|
32.01
|
|
|
|
|
|
|
|
|
**
|
|
32.02
|
|
|
|
|
|
|
|
|
**
|
|
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
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Furnished herewith.
|
TIVO CORPORATION
|
|
|
Authorized Officer:
|
|
|
Date:
|
By:
|
/s/ Thomas Carson
|
November 2, 2017
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
Date:
|
By:
|
/s/ Peter C. Halt
|
November 2, 2017
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
Date:
|
By:
|
/s/ Wesley Gutierrez
|
November 2, 2017
|
|
Wesley Gutierrez
|
|
|
Chief Accounting Officer and Treasurer
|
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 2, 2017
|
|
|
|
|
|
|
/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 2, 2017
|
|
|
|
|
|
|
/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
|