☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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.)
|
2160 Gold Street
|
,
|
San Jose
|
,
|
California
|
95002
|
(Address of principal executive offices, including zip code)
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
TIVO
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
|
|
|
(in thousands)
|
Outstanding as of
|
Class
|
July 26, 2019
|
Common Stock
|
125,779
|
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.
|
||
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
147,334
|
|
|
$
|
161,955
|
|
Short-term marketable securities
|
114,183
|
|
|
158,956
|
|
||
Accounts receivable, net
|
177,813
|
|
|
152,866
|
|
||
Inventory
|
3,777
|
|
|
7,449
|
|
||
Prepaid expenses and other current assets
|
33,772
|
|
|
30,806
|
|
||
Total current assets
|
476,879
|
|
|
512,032
|
|
||
Long-term marketable securities
|
25,766
|
|
|
73,207
|
|
||
Property and equipment, net
|
50,971
|
|
|
53,586
|
|
||
Intangible assets, net
|
464,367
|
|
|
513,770
|
|
||
Goodwill
|
1,544,439
|
|
|
1,544,343
|
|
||
Right-of-use assets
|
62,645
|
|
|
—
|
|
||
Other long-term assets
|
61,440
|
|
|
63,365
|
|
||
Total assets
|
$
|
2,686,507
|
|
|
$
|
2,760,303
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
110,716
|
|
|
$
|
104,981
|
|
Unearned revenue
|
51,269
|
|
|
46,072
|
|
||
Current portion of long-term debt
|
285,914
|
|
|
373,361
|
|
||
Total current liabilities
|
447,899
|
|
|
524,414
|
|
||
Unearned revenue, less current portion
|
51,896
|
|
|
54,495
|
|
||
Long-term debt, less current portion
|
619,670
|
|
|
618,776
|
|
||
Deferred tax liabilities, net
|
43,959
|
|
|
45,030
|
|
||
Long-term lease liabilities
|
63,898
|
|
|
—
|
|
||
Other long-term liabilities
|
13,318
|
|
|
24,647
|
|
||
Total liabilities
|
1,240,640
|
|
|
1,267,362
|
|
||
Contingencies (Note 11)
|
|
|
|
|
|
||
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; 127,313 shares issued and 125,156 shares outstanding as of June 30, 2019; and 125,781 shares issued and 123,975 shares outstanding as of December 31, 2018
|
127
|
|
|
126
|
|
||
Treasury stock, 2,157 shares and 1,806 shares as of June 30, 2019 and December 31, 2018, respectively, at cost
|
(35,219
|
)
|
|
(32,124
|
)
|
||
Additional paid-in capital
|
3,230,303
|
|
|
3,239,395
|
|
||
Accumulated other comprehensive loss
|
(2,573
|
)
|
|
(3,869
|
)
|
||
Accumulated deficit
|
(1,746,771
|
)
|
|
(1,710,587
|
)
|
||
Total stockholders’ equity
|
1,445,867
|
|
|
1,492,941
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,686,507
|
|
|
$
|
2,760,303
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues, net:
|
|
|
|
|
|
|
|
||||||||
Licensing, services and software
|
$
|
174,496
|
|
|
$
|
169,554
|
|
|
$
|
330,657
|
|
|
$
|
355,712
|
|
Hardware
|
1,676
|
|
|
3,306
|
|
|
3,750
|
|
|
6,985
|
|
||||
Total Revenues, net
|
176,172
|
|
|
172,860
|
|
|
334,407
|
|
|
362,697
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
35,786
|
|
|
42,583
|
|
|
75,219
|
|
|
85,798
|
|
||||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
5,768
|
|
|
4,989
|
|
|
9,861
|
|
|
10,040
|
|
||||
Research and development
|
38,202
|
|
|
43,411
|
|
|
79,583
|
|
|
91,841
|
|
||||
Selling, general and administrative
|
47,600
|
|
|
42,957
|
|
|
93,593
|
|
|
94,039
|
|
||||
Depreciation
|
5,327
|
|
|
5,773
|
|
|
10,691
|
|
|
10,914
|
|
||||
Amortization of intangible assets
|
28,184
|
|
|
40,809
|
|
|
56,362
|
|
|
82,221
|
|
||||
Restructuring and asset impairment charges
|
2,676
|
|
|
1,101
|
|
|
4,489
|
|
|
5,647
|
|
||||
Total costs and expenses
|
163,543
|
|
|
181,623
|
|
|
329,798
|
|
|
380,500
|
|
||||
Operating income (loss)
|
12,629
|
|
|
(8,763
|
)
|
|
4,609
|
|
|
(17,803
|
)
|
||||
Interest expense
|
(12,475
|
)
|
|
(12,171
|
)
|
|
(24,636
|
)
|
|
(23,805
|
)
|
||||
Interest income and other, net
|
1,515
|
|
|
544
|
|
|
3,290
|
|
|
2,110
|
|
||||
(Loss) gain on interest rate swaps
|
(3,364
|
)
|
|
1,841
|
|
|
(5,085
|
)
|
|
6,152
|
|
||||
Loss on debt extinguishment
|
(101
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
(1,796
|
)
|
|
(18,549
|
)
|
|
(22,122
|
)
|
|
(33,346
|
)
|
||||
Income tax expense
|
7,744
|
|
|
4,319
|
|
|
14,062
|
|
|
8,536
|
|
||||
Loss from continuing operations, net of tax
|
(9,540
|
)
|
|
(22,868
|
)
|
|
(36,184
|
)
|
|
(41,882
|
)
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
2,298
|
|
|
—
|
|
|
3,595
|
|
||||
Net loss
|
$
|
(9,540
|
)
|
|
$
|
(20,570
|
)
|
|
$
|
(36,184
|
)
|
|
$
|
(38,287
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.34
|
)
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.03
|
|
||||
Basic loss per share
|
$
|
(0.08
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.31
|
)
|
Weighted average shares used in computing basic per share amounts
|
124,960
|
|
|
122,713
|
|
|
124,692
|
|
|
122,399
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.34
|
)
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.03
|
|
||||
Diluted loss per share
|
$
|
(0.08
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.31
|
)
|
Weighted average shares used in computing diluted per share amounts
|
124,960
|
|
|
122,713
|
|
|
124,692
|
|
|
122,399
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.08
|
|
|
$
|
0.18
|
|
|
$
|
0.26
|
|
|
$
|
0.36
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(9,540
|
)
|
|
$
|
(20,570
|
)
|
|
$
|
(36,184
|
)
|
|
$
|
(38,287
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
691
|
|
|
(2,712
|
)
|
|
404
|
|
|
(1,603
|
)
|
||||
Unrealized gains (losses) on marketable securities
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on marketable securities
|
391
|
|
|
225
|
|
|
892
|
|
|
(108
|
)
|
||||
Less: Reclassification adjustment on sale
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||
Other comprehensive income (loss), net of tax
|
1,082
|
|
|
(2,487
|
)
|
|
1,296
|
|
|
(1,495
|
)
|
||||
Comprehensive loss
|
$
|
(8,458
|
)
|
|
$
|
(23,057
|
)
|
|
$
|
(34,888
|
)
|
|
$
|
(39,782
|
)
|
|
||||||||||||||||||||||
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of March 31, 2018
|
124,389
|
|
$
|
124
|
|
(1,465
|
)
|
$
|
(27,634
|
)
|
$
|
3,272,119
|
|
$
|
(1,746
|
)
|
$
|
(1,378,956
|
)
|
$
|
1,863,907
|
|
Net loss
|
|
|
|
|
|
|
(20,570
|
)
|
(20,570
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(2,487
|
)
|
|
(2,487
|
)
|
||||||||||||
Issuance of restricted stock, net
|
139
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
7,092
|
|
|
|
7,092
|
|
||||||||||||
Dividends
|
|
|
|
|
(22,118
|
)
|
|
|
(22,118
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(92
|
)
|
(1,291
|
)
|
|
|
|
(1,291
|
)
|
|||||||||||
Balance as of June 30, 2018
|
124,528
|
|
$
|
125
|
|
(1,557
|
)
|
$
|
(28,925
|
)
|
$
|
3,257,093
|
|
$
|
(4,233
|
)
|
$
|
(1,399,526
|
)
|
$
|
1,824,534
|
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of March 31, 2019
|
126,841
|
|
$
|
127
|
|
(1,946
|
)
|
$
|
(33,521
|
)
|
$
|
3,232,310
|
|
$
|
(3,655
|
)
|
$
|
(1,737,231
|
)
|
$
|
1,458,030
|
|
Net loss
|
|
|
|
|
|
|
(9,540
|
)
|
(9,540
|
)
|
||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
1,082
|
|
|
1,082
|
|
||||||||||||
Issuance of restricted stock, net
|
472
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
8,987
|
|
|
|
8,987
|
|
||||||||||||
Dividends
|
|
|
|
|
(9,998
|
)
|
|
|
(9,998
|
)
|
||||||||||||
Equity component related to repurchase of 2020 Convertible Notes
|
|
|
|
|
(996
|
)
|
|
|
(996
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(211
|
)
|
(1,698
|
)
|
|
|
|
(1,698
|
)
|
|||||||||||
Balance as of June 30, 2019
|
127,313
|
|
$
|
127
|
|
(2,157
|
)
|
$
|
(35,219
|
)
|
$
|
3,230,303
|
|
$
|
(2,573
|
)
|
$
|
(1,746,771
|
)
|
$
|
1,445,867
|
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of December 31, 2017
|
123,385
|
|
$
|
123
|
|
(1,269
|
)
|
$
|
(24,740
|
)
|
$
|
3,273,022
|
|
$
|
(2,738
|
)
|
$
|
(1,392,651
|
)
|
$
|
1,853,016
|
|
Cumulative effect adjustment
|
|
|
|
|
|
|
31,412
|
|
31,412
|
|
||||||||||||
Net loss
|
|
|
|
|
|
|
(38,287
|
)
|
(38,287
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(1,495
|
)
|
|
(1,495
|
)
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
639
|
|
1
|
|
|
|
7,574
|
|
|
|
7,575
|
|
||||||||||
Issuance of restricted stock, net
|
504
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
20,726
|
|
|
|
20,726
|
|
||||||||||||
Dividends
|
|
|
|
|
(44,229
|
)
|
|
|
(44,229
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(288
|
)
|
(4,185
|
)
|
|
|
|
(4,185
|
)
|
|||||||||||
Balance as of June 30, 2018
|
124,528
|
|
$
|
125
|
|
(1,557
|
)
|
$
|
(28,925
|
)
|
$
|
3,257,093
|
|
$
|
(4,233
|
)
|
$
|
(1,399,526
|
)
|
$
|
1,824,534
|
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of December 31, 2018
|
125,781
|
|
$
|
126
|
|
(1,806
|
)
|
$
|
(32,124
|
)
|
$
|
3,239,395
|
|
$
|
(3,869
|
)
|
$
|
(1,710,587
|
)
|
$
|
1,492,941
|
|
Net loss
|
|
|
|
|
|
|
(36,184
|
)
|
(36,184
|
)
|
||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
1,296
|
|
|
1,296
|
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
735
|
|
1
|
|
|
|
6,951
|
|
|
|
6,952
|
|
||||||||||
Issuance of restricted stock, net
|
797
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
17,420
|
|
|
|
17,420
|
|
||||||||||||
Dividends
|
|
|
|
|
(32,467
|
)
|
|
|
(32,467
|
)
|
||||||||||||
Equity component related to repurchase of 2020 Convertible Notes
|
|
|
|
|
(996
|
)
|
|
|
(996
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(351
|
)
|
(3,095
|
)
|
|
|
|
(3,095
|
)
|
|||||||||||
Balance as of June 30, 2019
|
127,313
|
|
$
|
127
|
|
(2,157
|
)
|
$
|
(35,219
|
)
|
$
|
3,230,303
|
|
$
|
(2,573
|
)
|
$
|
(1,746,771
|
)
|
$
|
1,445,867
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(36,184
|
)
|
|
$
|
(38,287
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
(3,595
|
)
|
||
Depreciation
|
10,691
|
|
|
10,914
|
|
||
Amortization of intangible assets
|
56,362
|
|
|
82,221
|
|
||
Amortization of convertible note discount and note issuance costs
|
8,000
|
|
|
7,674
|
|
||
Restructuring and asset impairment charges
|
4,489
|
|
|
5,647
|
|
||
Equity-based compensation
|
17,311
|
|
|
18,755
|
|
||
Change in fair value of interest rate swaps
|
4,709
|
|
|
(8,505
|
)
|
||
Loss on debt extinguishment
|
300
|
|
|
—
|
|
||
Deferred income taxes
|
(1,307
|
)
|
|
(298
|
)
|
||
Other operating, net
|
3,943
|
|
|
2,248
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(25,615
|
)
|
|
14,335
|
|
||
Inventory
|
1,280
|
|
|
1,347
|
|
||
Prepaid expenses and other current assets and other long-term assets
|
(3,794
|
)
|
|
2,942
|
|
||
Right-of-use assets, net of lease liabilities
|
9,004
|
|
|
—
|
|
||
Accounts payable and accrued expenses and other long-term liabilities
|
(17,882
|
)
|
|
(28,976
|
)
|
||
Taxes payable
|
(2,055
|
)
|
|
(1,178
|
)
|
||
Unearned revenue
|
2,598
|
|
|
(3,452
|
)
|
||
Net cash provided by operating activities
|
31,850
|
|
|
61,792
|
|
||
Investing activities:
|
|
|
|
||||
Payments for purchase of short- and long-term marketable securities
|
(51,615
|
)
|
|
(89,012
|
)
|
||
Proceeds from sales or maturities of short- and long-term marketable securities
|
145,298
|
|
|
89,583
|
|
||
Payments for purchase of property and equipment
|
(8,863
|
)
|
|
(14,165
|
)
|
||
Payments for acquisition of patents
|
(6,850
|
)
|
|
—
|
|
||
Other investing, net
|
3
|
|
|
15
|
|
||
Net cash provided by (used in) investing activities
|
77,973
|
|
|
(13,579
|
)
|
||
Financing activities:
|
|
|
|
||||
Principal payments on long-term debt
|
(95,963
|
)
|
|
(3,500
|
)
|
||
Payments for dividends
|
(32,545
|
)
|
|
(44,348
|
)
|
||
Payments for withholding taxes related to net settlement of restricted awards
|
(3,095
|
)
|
|
(4,185
|
)
|
||
Proceeds from employee stock purchase plan
|
6,952
|
|
|
7,575
|
|
||
Net cash used in financing activities
|
(124,651
|
)
|
|
(44,458
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
207
|
|
|
(530
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(14,621
|
)
|
|
3,225
|
|
||
Cash and cash equivalents at beginning of period
|
161,955
|
|
|
128,965
|
|
||
Cash and cash equivalents at end of period
|
$
|
147,334
|
|
|
$
|
132,190
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
641
|
|
|
$
|
864
|
|
Finished goods
|
3,136
|
|
|
6,585
|
|
||
Inventory
|
$
|
3,777
|
|
|
$
|
7,449
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Computer software and equipment
|
$
|
152,863
|
|
|
$
|
148,935
|
|
Leasehold improvements
|
50,377
|
|
|
47,431
|
|
||
Furniture and fixtures
|
9,736
|
|
|
9,494
|
|
||
Property and equipment, gross
|
212,976
|
|
|
205,860
|
|
||
Less: Accumulated depreciation and amortization
|
(162,005
|
)
|
|
(152,274
|
)
|
||
Property and equipment, net
|
$
|
50,971
|
|
|
$
|
53,586
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts payable
|
$
|
15,155
|
|
|
$
|
2,180
|
|
Accrued compensation and benefits
|
33,539
|
|
|
46,466
|
|
||
Other accrued liabilities
|
62,022
|
|
|
56,335
|
|
||
Accounts payable and accrued expenses
|
$
|
110,716
|
|
|
$
|
104,981
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Shaw Communications
|
15
|
%
|
|
(a)
|
|
|
(a)
|
|
|
(a)
|
|
AT&T Inc. ("AT&T")
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|
10
|
%
|
Virgin Media
|
(a)
|
|
|
(a)
|
|
|
(a)
|
|
|
10
|
%
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||
|
Product
|
|
Intellectual Property Licensing
|
|
Total Revenues, net
|
|
Product
|
|
Intellectual Property Licensing
|
|
Total Revenues, net
|
||||||||||||
Goods and services transferred at a point in time
|
$
|
17,353
|
|
|
$
|
30,303
|
|
|
$
|
47,656
|
|
|
$
|
20,675
|
|
|
$
|
27,330
|
|
|
$
|
48,005
|
|
Goods and services transferred over time
|
67,854
|
|
|
36,179
|
|
|
104,033
|
|
|
72,112
|
|
|
42,594
|
|
|
114,706
|
|
||||||
Out-of-license settlements
|
—
|
|
|
24,483
|
|
|
24,483
|
|
|
—
|
|
|
10,149
|
|
|
10,149
|
|
||||||
Total Revenues, net
|
$
|
85,207
|
|
|
$
|
90,965
|
|
|
$
|
176,172
|
|
|
$
|
92,787
|
|
|
$
|
80,073
|
|
|
$
|
172,860
|
|
|
Six Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Product
|
|
Intellectual Property Licensing
|
|
Total Revenues, net
|
|
Product
|
|
Intellectual Property Licensing
|
|
Product
|
||||||||||||
Goods and services transferred at a point in time
|
$
|
38,347
|
|
|
$
|
58,431
|
|
|
$
|
96,778
|
|
|
$
|
57,476
|
|
|
$
|
55,449
|
|
|
$
|
112,925
|
|
Goods and services transferred over time
|
138,163
|
|
|
72,879
|
|
|
211,042
|
|
|
152,163
|
|
|
85,444
|
|
|
237,607
|
|
||||||
Out-of-license settlements
|
—
|
|
|
26,587
|
|
|
26,587
|
|
|
—
|
|
|
12,165
|
|
|
12,165
|
|
||||||
Total Revenues, net
|
$
|
176,510
|
|
|
$
|
157,897
|
|
|
$
|
334,407
|
|
|
$
|
209,639
|
|
|
$
|
153,058
|
|
|
$
|
362,697
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
106,836
|
|
|
$
|
117,176
|
|
|
$
|
214,674
|
|
|
$
|
236,111
|
|
Canada
|
32,488
|
|
|
11,283
|
|
|
42,547
|
|
|
20,376
|
|
||||
United Kingdom
|
7,390
|
|
|
13,718
|
|
|
13,586
|
|
|
47,230
|
|
||||
Rest of the world
|
29,458
|
|
|
30,683
|
|
|
63,600
|
|
|
58,980
|
|
||||
Total Revenues, net
|
$
|
176,172
|
|
|
$
|
172,860
|
|
|
$
|
334,407
|
|
|
$
|
362,697
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, gross
|
$
|
180,733
|
|
|
$
|
155,708
|
|
Less: Allowance for doubtful accounts
|
(2,920
|
)
|
|
(2,842
|
)
|
||
Accounts receivable, net
|
$
|
177,813
|
|
|
$
|
152,866
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
$
|
55,396
|
|
|
$
|
35,115
|
|
Prepaid expenses and other current assets
|
2,166
|
|
|
1,654
|
|
||
Other long-term assets
|
10,645
|
|
|
8,532
|
|
||
Total contract assets, net
|
$
|
68,207
|
|
|
$
|
45,301
|
|
|
June 30, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
40,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,398
|
|
Cash equivalents - Money market funds
|
102,453
|
|
|
—
|
|
|
—
|
|
|
102,453
|
|
||||
Cash equivalents - Corporate debt securities
|
4,483
|
|
|
—
|
|
|
—
|
|
|
4,483
|
|
||||
Cash and cash equivalents
|
$
|
147,334
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147,334
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
51,882
|
|
|
$
|
77
|
|
|
$
|
(11
|
)
|
|
$
|
51,948
|
|
U.S. Treasuries / Agencies
|
87,744
|
|
|
287
|
|
|
(30
|
)
|
|
88,001
|
|
||||
Marketable securities
|
$
|
139,626
|
|
|
$
|
364
|
|
|
$
|
(41
|
)
|
|
$
|
139,949
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
287,283
|
|
|
December 31, 2018
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
40,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,125
|
|
Cash equivalents - Money market funds
|
121,830
|
|
|
—
|
|
|
—
|
|
|
121,830
|
|
||||
Cash and cash equivalents
|
$
|
161,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161,955
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
114,159
|
|
|
$
|
1
|
|
|
$
|
(400
|
)
|
|
$
|
113,760
|
|
U.S. Treasuries / Agencies
|
118,497
|
|
|
70
|
|
|
(164
|
)
|
|
118,403
|
|
||||
Marketable securities
|
$
|
232,656
|
|
|
$
|
71
|
|
|
$
|
(564
|
)
|
|
$
|
232,163
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
394,118
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in less than 1 year
|
$
|
114,047
|
|
|
$
|
114,183
|
|
Due in 1-2 years
|
25,579
|
|
|
25,766
|
|
||
Total
|
$
|
139,626
|
|
|
$
|
139,949
|
|
•
|
Level 1. Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs.
|
•
|
Level 3. Unobservable inputs for the asset or liability.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
102,453
|
|
|
$
|
102,453
|
|
|
$
|
—
|
|
|
$
|
121,830
|
|
|
$
|
121,830
|
|
|
$
|
—
|
|
Corporate debt securities
|
4,483
|
|
|
4,483
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Short-term marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
51,948
|
|
|
—
|
|
|
51,948
|
|
|
90,753
|
|
|
—
|
|
|
90,753
|
|
||||||
U.S. Treasuries / Agencies
|
62,236
|
|
|
—
|
|
|
62,236
|
|
|
68,203
|
|
|
—
|
|
|
68,203
|
|
||||||
Prepaid expenses and other current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||||
Long-term marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
23,007
|
|
|
—
|
|
|
23,007
|
|
||||||
U.S. Treasuries / Agencies
|
25,765
|
|
|
—
|
|
|
25,765
|
|
|
50,200
|
|
|
—
|
|
|
50,200
|
|
||||||
Total Assets
|
$
|
246,885
|
|
|
$
|
106,936
|
|
|
$
|
139,949
|
|
|
$
|
354,166
|
|
|
$
|
121,830
|
|
|
$
|
232,336
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
(7,538
|
)
|
|
$
|
—
|
|
|
$
|
(7,538
|
)
|
|
$
|
(3,012
|
)
|
|
$
|
—
|
|
|
$
|
(3,012
|
)
|
Total Liabilities
|
$
|
(7,538
|
)
|
|
$
|
—
|
|
|
$
|
(7,538
|
)
|
|
$
|
(3,012
|
)
|
|
$
|
—
|
|
|
$
|
(3,012
|
)
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||
|
Cubiware Contingent Consideration
|
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
||||||
Balance at beginning of period
|
$
|
(3,204
|
)
|
|
$
|
10,584
|
|
|
$
|
(2,234
|
)
|
Sales
|
—
|
|
|
(10,715
|
)
|
|
—
|
|
|||
Loss included in earnings
|
(395
|
)
|
|
(85
|
)
|
|
(1,365
|
)
|
|||
Unrealized loss reclassified on sale
|
—
|
|
|
216
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(3,599
|
)
|
|
$
|
—
|
|
|
$
|
(3,599
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (a)
|
|
Carrying Amount
|
|
Fair Value (a)
|
||||||||
2020 Convertible Notes
|
$
|
285,914
|
|
|
$
|
286,888
|
|
|
$
|
326,640
|
|
|
$
|
316,538
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
619,622
|
|
|
607,919
|
|
|
665,449
|
|
|
633,404
|
|
||||
Total Long-term debt
|
$
|
905,584
|
|
|
$
|
894,855
|
|
|
$
|
992,137
|
|
|
$
|
949,990
|
|
(a)
|
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.
|
|
Product
|
|
Intellectual Property Licensing
|
|
Total
|
||||||
December 31, 2018
|
$
|
253,011
|
|
|
$
|
1,291,332
|
|
|
$
|
1,544,343
|
|
Foreign currency translation
|
96
|
|
|
—
|
|
|
96
|
|
|||
June 30, 2019
|
$
|
253,107
|
|
|
$
|
1,291,332
|
|
|
$
|
1,544,439
|
|
|
June 30, 2019
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
||||||
Developed technology and patents
|
$
|
1,058,531
|
|
|
$
|
(810,553
|
)
|
|
$
|
247,978
|
|
Existing contracts and customer relationships
|
402,799
|
|
|
(205,987
|
)
|
|
196,812
|
|
|||
Content databases and other
|
57,308
|
|
|
(51,731
|
)
|
|
5,577
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
1,526,938
|
|
|
(1,076,571
|
)
|
|
450,367
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
||||||
TiVo Tradename
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
$
|
1,540,938
|
|
|
$
|
(1,076,571
|
)
|
|
$
|
464,367
|
|
|
December 31, 2018
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
||||||
Developed technology and patents
|
$
|
1,051,635
|
|
|
$
|
(765,221
|
)
|
|
$
|
286,414
|
|
Existing contracts and customer relationships
|
402,756
|
|
|
(195,752
|
)
|
|
207,004
|
|
|||
Content databases and other
|
57,235
|
|
|
(50,883
|
)
|
|
6,352
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
1,519,926
|
|
|
(1,020,156
|
)
|
|
499,770
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
||||||
TiVo Tradename
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
$
|
1,533,926
|
|
|
$
|
(1,020,156
|
)
|
|
$
|
513,770
|
|
Remainder of 2019
|
$
|
56,014
|
|
2020
|
111,768
|
|
|
2021
|
68,999
|
|
|
2022
|
41,270
|
|
|
2023
|
24,072
|
|
|
Thereafter
|
148,244
|
|
|
Total
|
$
|
450,367
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Facility-related costs
|
$
|
433
|
|
|
$
|
186
|
|
|
$
|
433
|
|
|
$
|
288
|
|
Severance costs
|
2,157
|
|
|
592
|
|
|
3,970
|
|
|
2,784
|
|
||||
Share-based payments
|
—
|
|
|
323
|
|
|
—
|
|
|
2,575
|
|
||||
Asset impairment
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
||||
Restructuring and asset impairment charges
|
$
|
2,676
|
|
|
$
|
1,101
|
|
|
$
|
4,489
|
|
|
$
|
5,647
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Facility-related costs
|
$
|
—
|
|
|
$
|
264
|
|
Severance costs
|
2,922
|
|
|
3,996
|
|
||
Accrued restructuring costs
|
$
|
2,922
|
|
|
$
|
4,260
|
|
|
Balance at Beginning of Period
|
|
Restructuring Expense
|
|
Cash Settlements
|
|
Non-Cash Settlements
|
|
Other
|
|
Balance at End of Period
|
||||||||||||
Facility-related costs
|
$
|
—
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
(433
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance costs
|
3,857
|
|
|
3,970
|
|
|
(5,045
|
)
|
|
—
|
|
|
(2
|
)
|
|
2,780
|
|
||||||
Asset impairment
|
—
|
|
|
86
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,857
|
|
|
$
|
4,489
|
|
|
$
|
(5,045
|
)
|
|
$
|
(519
|
)
|
|
$
|
(2
|
)
|
|
$
|
2,780
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Stated Interest Rate
|
Issue Date
|
Maturity Date
|
Outstanding Principal
|
Carrying Amount
|
|
Outstanding Principal
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
0.500%
|
March 4, 2015
|
March 1, 2020
|
$
|
295,000
|
|
$
|
285,914
|
|
|
$
|
345,000
|
|
$
|
326,640
|
|
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
|
621,912
|
|
619,622
|
|
|
668,500
|
|
665,449
|
|
||||
Total Long-term debt
|
|
|
|
$
|
916,960
|
|
905,584
|
|
|
$
|
1,013,548
|
|
992,137
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
285,914
|
|
|
|
373,361
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
619,670
|
|
|
|
$
|
618,776
|
|
•
|
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.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Liability component
|
|
|
|
||||
Principal outstanding
|
$
|
295,000
|
|
|
$
|
345,000
|
|
Less: Unamortized debt discount
|
(8,033
|
)
|
|
(16,253
|
)
|
||
Less: Unamortized debt issuance costs
|
(1,053
|
)
|
|
(2,107
|
)
|
||
Carrying amount
|
$
|
285,914
|
|
|
$
|
326,640
|
|
|
|
|
|
||||
Equity component
|
$
|
62,861
|
|
|
$
|
63,854
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stated interest
|
$
|
425
|
|
|
$
|
431
|
|
|
$
|
856
|
|
|
$
|
863
|
|
Amortization of debt discount
|
3,399
|
|
|
3,292
|
|
|
6,808
|
|
|
6,546
|
|
||||
Amortization of debt issuance costs
|
436
|
|
|
402
|
|
|
868
|
|
|
795
|
|
||||
Total interest expense
|
$
|
4,260
|
|
|
$
|
4,125
|
|
|
$
|
8,532
|
|
|
$
|
8,204
|
|
2019 (a)
|
$
|
295,000
|
|
2020
|
—
|
|
|
2021
|
621,960
|
|
|
Total
|
$
|
916,960
|
|
(a)
|
While the 2020 Convertible Notes is 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
|
June 30, 2019
|
December 31, 2018
|
Interest Rate Paid
|
Interest Rate Received
|
||||
Senior Secured Credit Facility
|
|
|
|
|
||||||
June 2013
|
January 2016
|
March 2019
|
$
|
—
|
|
$
|
250,000
|
|
2.23%
|
One-month USD-LIBOR
|
September 2014
|
January 2016
|
July 2021
|
$
|
125,000
|
|
$
|
125,000
|
|
2.66%
|
One-month USD-LIBOR
|
September 2014
|
March 2017
|
July 2021
|
$
|
200,000
|
|
$
|
200,000
|
|
2.93%
|
One-month USD-LIBOR
|
Classification
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Fixed lease cost
|
$
|
4,522
|
|
|
$
|
9,015
|
|
Variable lease cost
|
1,218
|
|
|
2,599
|
|
||
Short-term lease cost
|
139
|
|
|
332
|
|
||
Less: Sublease income
|
(2,341
|
)
|
|
(4,576
|
)
|
||
Total operating lease cost
|
$
|
3,538
|
|
|
$
|
7,370
|
|
|
Six Months Ended June 30, 2019
|
||
Operating cash flows:
|
|
||
Cash paid for amounts included in the measurement of operating Lease liabilities
|
$
|
9,800
|
|
Non-cash activity:
|
|
||
Right-of-use assets obtained in exchange for operating Lease liabilities, net
|
$
|
2,260
|
|
|
June 30, 2019
|
||
Right-of-use assets
|
$
|
62,645
|
|
|
|
||
Lease liabilities - current
|
$
|
13,591
|
|
Lease liabilities - non current
|
63,898
|
|
|
Total Lease liabilities
|
$
|
77,489
|
|
|
|
||
Weighted average remaining lease term
|
5.8 years
|
|
|
Weighted average discount rate
|
6.52
|
%
|
|
Operating Lease Liabilities
|
|
Sublease Income
|
|
Net Operating Lease Payments
|
||||||
Remainder of 2019
|
$
|
8,578
|
|
|
$
|
(3,365
|
)
|
|
$
|
5,213
|
|
2020
|
18,338
|
|
|
(6,873
|
)
|
|
11,465
|
|
|||
2021
|
16,648
|
|
|
(6,808
|
)
|
|
9,840
|
|
|||
2022
|
13,126
|
|
|
(6,269
|
)
|
|
6,857
|
|
|||
2023
|
11,110
|
|
|
(6,081
|
)
|
|
5,029
|
|
|||
Thereafter
|
26,751
|
|
|
(13,470
|
)
|
|
13,281
|
|
|||
Total lease payments
|
94,551
|
|
|
(42,866
|
)
|
|
51,685
|
|
|||
Less: imputed interest
|
(17,062
|
)
|
|
—
|
|
|
(17,062
|
)
|
|||
Total
|
$
|
77,489
|
|
|
$
|
(42,866
|
)
|
|
$
|
34,623
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares used in computing basic per share amounts
|
124,960
|
|
|
122,713
|
|
|
124,692
|
|
|
122,399
|
|
Dilutive effect of equity-based compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average shares used in computing diluted per share amounts
|
124,960
|
|
|
122,713
|
|
|
124,692
|
|
|
122,399
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Restricted awards
|
4,557
|
|
|
3,876
|
|
|
4,821
|
|
|
4,153
|
|
Stock options
|
770
|
|
|
2,166
|
|
|
1,030
|
|
|
2,238
|
|
2020 Convertible Notes (a)
|
13,368
|
|
|
12,748
|
|
|
13,465
|
|
|
12,748
|
|
2021 Convertible Notes (a)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Warrants related to 2020 Convertible Notes (a)
|
12,851
|
|
|
12,423
|
|
|
12,836
|
|
|
12,374
|
|
Weighted average potential shares excluded from the calculation of Diluted EPS
|
31,547
|
|
|
31,214
|
|
|
32,153
|
|
|
31,514
|
|
(a)
|
See Note 9 for additional details.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||
ESPP shares:
|
|
|
|
|
|
|
|
||
Expected volatility
|
N/A
|
|
N/A
|
|
52.3
|
%
|
|
42.5
|
%
|
Expected term
|
N/A
|
|
N/A
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
2.5
|
%
|
|
1.9
|
%
|
Expected dividend yield
|
N/A
|
|
N/A
|
|
6.6
|
%
|
|
5.2
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Weighted average grant date fair value
|
|
|
|
|
|
|
|
||||||||
Restricted awards
|
$
|
6.86
|
|
|
$
|
12.51
|
|
|
$
|
7.55
|
|
|
$
|
12.57
|
|
ESPP shares
|
N/A
|
|
|
N/A
|
|
|
$
|
3.42
|
|
|
$
|
4.83
|
|
||
Equity-based compensation
|
|
|
|
|
|
|
|
||||||||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense
|
$
|
8,932
|
|
|
$
|
6,731
|
|
|
$
|
17,311
|
|
|
$
|
18,755
|
|
Pre-tax equity-based compensation, included in restructuring expense
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
2,575
|
|
|
Restricted Awards (In Thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding as of beginning of period
|
5,350
|
|
|
$
|
14.26
|
|
Granted
|
1,266
|
|
|
$
|
7.55
|
|
Vested
|
(869
|
)
|
|
$
|
15.22
|
|
Forfeited
|
(557
|
)
|
|
$
|
14.62
|
|
Outstanding as of end of period
|
5,190
|
|
|
$
|
12.43
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign withholding tax
|
$
|
6,373
|
|
|
$
|
3,182
|
|
|
$
|
11,218
|
|
|
$
|
7,070
|
|
Federal income tax
|
1,140
|
|
|
—
|
|
|
2,412
|
|
|
—
|
|
||||
State income tax
|
(67
|
)
|
|
122
|
|
|
(273
|
)
|
|
179
|
|
||||
Foreign income tax
|
338
|
|
|
214
|
|
|
673
|
|
|
560
|
|
||||
Change in indefinite reinvestment assertion
|
—
|
|
|
1,221
|
|
|
—
|
|
|
1,221
|
|
||||
Change in deferred tax liabilities
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
(491
|
)
|
||||
Change in unrecognized tax benefits
|
(40
|
)
|
|
(51
|
)
|
|
32
|
|
|
(3
|
)
|
||||
Income tax expense
|
$
|
7,744
|
|
|
$
|
4,319
|
|
|
$
|
14,062
|
|
|
$
|
8,536
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Product
|
|
|
|
|
|
|
|
||||||||
Platform Solutions
|
$
|
65,731
|
|
|
$
|
72,208
|
|
|
$
|
136,768
|
|
|
$
|
168,148
|
|
Software and Services
|
19,242
|
|
|
19,619
|
|
|
39,144
|
|
|
38,098
|
|
||||
Other
|
234
|
|
|
960
|
|
|
598
|
|
|
3,393
|
|
||||
Revenues, net
|
85,207
|
|
|
92,787
|
|
|
176,510
|
|
|
209,639
|
|
||||
Adjusted Operating Expenses (1)
|
77,668
|
|
|
81,467
|
|
|
160,558
|
|
|
170,933
|
|
||||
Adjusted EBITDA (2)
|
7,539
|
|
|
11,320
|
|
|
15,952
|
|
|
38,706
|
|
||||
Intellectual Property Licensing
|
|
|
|
|
|
|
|
||||||||
US Pay TV Providers
|
41,996
|
|
|
49,217
|
|
|
84,113
|
|
|
99,132
|
|
||||
CE Manufacturers
|
7,730
|
|
|
8,927
|
|
|
16,348
|
|
|
17,895
|
|
||||
New Media, International Pay TV Providers and Other
|
41,239
|
|
|
21,929
|
|
|
57,436
|
|
|
36,031
|
|
||||
Revenues, net
|
90,965
|
|
|
80,073
|
|
|
157,897
|
|
|
153,058
|
|
||||
Adjusted Operating Expenses (1)
|
21,359
|
|
|
24,972
|
|
|
43,166
|
|
|
50,329
|
|
||||
Adjusted EBITDA (2)
|
69,606
|
|
|
55,101
|
|
|
114,731
|
|
|
102,729
|
|
||||
Corporate
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Expenses (1)
|
14,524
|
|
|
14,512
|
|
|
30,621
|
|
|
30,560
|
|
||||
Adjusted EBITDA (2)
|
(14,524
|
)
|
|
(14,512
|
)
|
|
(30,621
|
)
|
|
(30,560
|
)
|
||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Total Revenues, net
|
176,172
|
|
|
172,860
|
|
|
334,407
|
|
|
362,697
|
|
||||
Adjusted Operating Expenses (1)
|
113,551
|
|
|
120,951
|
|
|
234,345
|
|
|
251,822
|
|
||||
Adjusted EBITDA (2)
|
62,621
|
|
|
51,909
|
|
|
100,062
|
|
|
110,875
|
|
||||
Depreciation
|
5,327
|
|
|
5,773
|
|
|
10,691
|
|
|
10,914
|
|
||||
Amortization of intangible assets
|
28,184
|
|
|
40,809
|
|
|
56,362
|
|
|
82,221
|
|
||||
Restructuring and asset impairment charges
|
2,676
|
|
|
1,101
|
|
|
4,489
|
|
|
5,647
|
|
||||
Equity-based compensation
|
8,932
|
|
|
6,731
|
|
|
17,311
|
|
|
18,755
|
|
||||
Separation costs
|
3,315
|
|
|
—
|
|
|
4,447
|
|
|
—
|
|
||||
Transition and integration costs
|
558
|
|
|
7,041
|
|
|
1,153
|
|
|
9,451
|
|
||||
Earnout amortization
|
—
|
|
|
536
|
|
|
—
|
|
|
1,494
|
|
||||
CEO transition cash costs
|
1,000
|
|
|
(1,600
|
)
|
|
1,000
|
|
|
(975
|
)
|
||||
Remeasurement of contingent consideration
|
—
|
|
|
281
|
|
|
—
|
|
|
1,171
|
|
||||
Operating income (loss)
|
12,629
|
|
|
(8,763
|
)
|
|
4,609
|
|
|
(17,803
|
)
|
||||
Interest expense
|
(12,475
|
)
|
|
(12,171
|
)
|
|
(24,636
|
)
|
|
(23,805
|
)
|
||||
Interest income and other, net
|
1,515
|
|
|
544
|
|
|
3,290
|
|
|
2,110
|
|
||||
(Loss) gain on interest rate swaps
|
(3,364
|
)
|
|
1,841
|
|
|
(5,085
|
)
|
|
6,152
|
|
||||
Loss on debt extinguishment
|
(101
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
$
|
(1,796
|
)
|
|
$
|
(18,549
|
)
|
|
$
|
(22,122
|
)
|
|
$
|
(33,346
|
)
|
(1)
|
Adjusted Operating Expenses are defined as operating expenses excluding Depreciation, Amortization of intangible assets, Restructuring and asset impairment charges, Equity-based compensation, Separation costs, Transition and integration costs, retention earn-outs payable to former shareholders of acquired businesses, CEO transition cash costs and Remeasurement of contingent consideration.
|
(2)
|
Adjusted EBITDA is defined as operating loss excluding Depreciation, Amortization of intangible assets, Restructuring and asset impairment charges, Equity-based compensation, Separation costs, Transition and integration
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
174,496
|
|
|
$
|
169,554
|
|
|
$
|
4,942
|
|
|
3
|
%
|
Hardware
|
1,676
|
|
|
3,306
|
|
|
(1,630
|
)
|
|
(49
|
)%
|
|||
Total Revenues, net
|
176,172
|
|
|
172,860
|
|
|
3,312
|
|
|
2
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
35,786
|
|
|
42,583
|
|
|
(6,797
|
)
|
|
(16
|
)%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
5,768
|
|
|
4,989
|
|
|
779
|
|
|
16
|
%
|
|||
Research and development
|
38,202
|
|
|
43,411
|
|
|
(5,209
|
)
|
|
(12
|
)%
|
|||
Selling, general and administrative
|
47,600
|
|
|
42,957
|
|
|
4,643
|
|
|
11
|
%
|
|||
Depreciation
|
5,327
|
|
|
5,773
|
|
|
(446
|
)
|
|
(8
|
)%
|
|||
Amortization of intangible assets
|
28,184
|
|
|
40,809
|
|
|
(12,625
|
)
|
|
(31
|
)%
|
|||
Restructuring and asset impairment charges
|
2,676
|
|
|
1,101
|
|
|
1,575
|
|
|
143
|
%
|
|||
Total costs and expenses
|
163,543
|
|
|
181,623
|
|
|
(18,080
|
)
|
|
(10
|
)%
|
|||
Operating income (loss)
|
12,629
|
|
|
(8,763
|
)
|
|
21,392
|
|
|
(244
|
)%
|
|||
Interest expense
|
(12,475
|
)
|
|
(12,171
|
)
|
|
(304
|
)
|
|
2
|
%
|
|||
Interest income and other, net
|
1,515
|
|
|
544
|
|
|
971
|
|
|
178
|
%
|
|||
(Loss) gain on interest rate swaps
|
(3,364
|
)
|
|
1,841
|
|
|
(5,205
|
)
|
|
(283
|
)%
|
|||
Loss on debt extinguishment
|
(101
|
)
|
|
—
|
|
|
(101
|
)
|
|
N/a
|
|
|||
Loss from continuing operations before income taxes
|
(1,796
|
)
|
|
(18,549
|
)
|
|
16,753
|
|
|
(90
|
)%
|
|||
Income tax expense
|
7,744
|
|
|
4,319
|
|
|
3,425
|
|
|
79
|
%
|
|||
Loss from continuing operations, net of tax
|
(9,540
|
)
|
|
(22,868
|
)
|
|
13,328
|
|
|
(58
|
)%
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
2,298
|
|
|
(2,298
|
)
|
|
(100
|
)%
|
|||
Net loss
|
$
|
(9,540
|
)
|
|
$
|
(20,570
|
)
|
|
$
|
11,030
|
|
|
(54
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
330,657
|
|
|
$
|
355,712
|
|
|
$
|
(25,055
|
)
|
|
(7
|
)%
|
Hardware
|
3,750
|
|
|
6,985
|
|
|
(3,235
|
)
|
|
(46
|
)%
|
|||
Total Revenues, net
|
334,407
|
|
|
362,697
|
|
|
(28,290
|
)
|
|
(8
|
)%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
75,219
|
|
|
85,798
|
|
|
(10,579
|
)
|
|
(12
|
)%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
9,861
|
|
|
10,040
|
|
|
(179
|
)
|
|
(2
|
)%
|
|||
Research and development
|
79,583
|
|
|
91,841
|
|
|
(12,258
|
)
|
|
(13
|
)%
|
|||
Selling, general and administrative
|
93,593
|
|
|
94,039
|
|
|
(446
|
)
|
|
—
|
%
|
|||
Depreciation
|
10,691
|
|
|
10,914
|
|
|
(223
|
)
|
|
(2
|
)%
|
|||
Amortization of intangible assets
|
56,362
|
|
|
82,221
|
|
|
(25,859
|
)
|
|
(31
|
)%
|
|||
Restructuring and asset impairment charges
|
4,489
|
|
|
5,647
|
|
|
(1,158
|
)
|
|
(21
|
)%
|
|||
Total costs and expenses
|
329,798
|
|
|
380,500
|
|
|
(50,702
|
)
|
|
(13
|
)%
|
|||
Operating income (loss)
|
4,609
|
|
|
(17,803
|
)
|
|
22,412
|
|
|
(126
|
)%
|
|||
Interest expense
|
(24,636
|
)
|
|
(23,805
|
)
|
|
(831
|
)
|
|
3
|
%
|
|||
Interest income and other, net
|
3,290
|
|
|
2,110
|
|
|
1,180
|
|
|
56
|
%
|
|||
(Loss) gain on interest rate swaps
|
(5,085
|
)
|
|
6,152
|
|
|
(11,237
|
)
|
|
(183
|
)%
|
|||
Loss on debt extinguishment
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|
N/a
|
|
|||
Loss from continuing operations before income taxes
|
(22,122
|
)
|
|
(33,346
|
)
|
|
11,224
|
|
|
(34
|
)%
|
|||
Income tax expense
|
14,062
|
|
|
8,536
|
|
|
5,526
|
|
|
65
|
%
|
|||
Loss from continuing operations, net of tax
|
(36,184
|
)
|
|
(41,882
|
)
|
|
5,698
|
|
|
(14
|
)%
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
3,595
|
|
|
(3,595
|
)
|
|
(100
|
)%
|
|||
Net loss
|
$
|
(36,184
|
)
|
|
$
|
(38,287
|
)
|
|
$
|
2,103
|
|
|
(5
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
65,731
|
|
|
$
|
72,208
|
|
|
$
|
(6,477
|
)
|
|
(9
|
)%
|
Software and Services
|
19,242
|
|
|
19,619
|
|
|
(377
|
)
|
|
(2
|
)%
|
|||
Other
|
234
|
|
|
960
|
|
|
(726
|
)
|
|
(76
|
)%
|
|||
Product Revenues
|
85,207
|
|
|
92,787
|
|
|
(7,580
|
)
|
|
(8
|
)%
|
|||
Adjusted Operating Expenses
|
77,668
|
|
|
81,467
|
|
|
(3,799
|
)
|
|
(5
|
)%
|
|||
Adjusted EBITDA
|
$
|
7,539
|
|
|
$
|
11,320
|
|
|
$
|
(3,781
|
)
|
|
(33
|
)%
|
Adjusted EBITDA Margin
|
8.8
|
%
|
|
12.2
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
136,768
|
|
|
$
|
168,148
|
|
|
$
|
(31,380
|
)
|
|
(19
|
)%
|
Software and Services
|
39,144
|
|
|
38,098
|
|
|
1,046
|
|
|
3
|
%
|
|||
Other
|
598
|
|
|
3,393
|
|
|
(2,795
|
)
|
|
(82
|
)%
|
|||
Product Revenues
|
176,510
|
|
|
209,639
|
|
|
(33,129
|
)
|
|
(16
|
)%
|
|||
Adjusted Operating Expenses
|
160,558
|
|
|
170,933
|
|
|
(10,375
|
)
|
|
(6
|
)%
|
|||
Adjusted EBITDA
|
$
|
15,952
|
|
|
$
|
38,706
|
|
|
$
|
(22,754
|
)
|
|
(59
|
)%
|
Adjusted EBITDA Margin
|
9.0
|
%
|
|
18.5
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
41,996
|
|
|
$
|
49,217
|
|
|
$
|
(7,221
|
)
|
|
(15
|
)%
|
CE Manufacturers
|
7,730
|
|
|
8,927
|
|
|
(1,197
|
)
|
|
(13
|
)%
|
|||
New Media, International Pay TV Providers and Other
|
41,239
|
|
|
21,929
|
|
|
19,310
|
|
|
88
|
%
|
|||
Intellectual Property Licensing Revenues
|
90,965
|
|
|
80,073
|
|
|
10,892
|
|
|
14
|
%
|
|||
Adjusted Operating Expenses
|
21,359
|
|
|
24,972
|
|
|
(3,613
|
)
|
|
(14
|
)%
|
|||
Adjusted EBITDA
|
$
|
69,606
|
|
|
$
|
55,101
|
|
|
$
|
14,505
|
|
|
26
|
%
|
Adjusted EBITDA Margin
|
76.5
|
%
|
|
68.8
|
%
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
84,113
|
|
|
$
|
99,132
|
|
|
$
|
(15,019
|
)
|
|
(15
|
)%
|
CE Manufacturers
|
16,348
|
|
|
17,895
|
|
|
(1,547
|
)
|
|
(9
|
)%
|
|||
New Media, International Pay TV Providers and Other
|
57,436
|
|
|
36,031
|
|
|
21,405
|
|
|
59
|
%
|
|||
Intellectual Property Licensing Revenues
|
157,897
|
|
|
153,058
|
|
|
4,839
|
|
|
3
|
%
|
|||
Adjusted Operating Expenses
|
43,166
|
|
|
50,329
|
|
|
(7,163
|
)
|
|
(14
|
)%
|
|||
Adjusted EBITDA
|
$
|
114,731
|
|
|
$
|
102,729
|
|
|
$
|
12,002
|
|
|
12
|
%
|
Adjusted EBITDA Margin
|
72.7
|
%
|
|
67.1
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
14,524
|
|
|
$
|
14,512
|
|
|
$
|
12
|
|
|
—
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
30,621
|
|
|
$
|
30,560
|
|
|
$
|
61
|
|
|
—
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Net cash provided by operating activities
|
$
|
31,850
|
|
|
$
|
61,792
|
|
|
$
|
(29,942
|
)
|
|
(48
|
)%
|
Net cash provided by (used in) investing activities
|
77,973
|
|
|
(13,579
|
)
|
|
91,552
|
|
|
(674
|
)%
|
|||
Net cash used in financing activities
|
(124,651
|
)
|
|
(44,458
|
)
|
|
(80,193
|
)
|
|
180
|
%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
207
|
|
|
(530
|
)
|
|
737
|
|
|
(139
|
)%
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(14,621
|
)
|
|
$
|
3,225
|
|
|
$
|
(17,846
|
)
|
|
(553
|
)%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
$
|
295,000
|
|
|
$
|
285,914
|
|
|
$
|
345,000
|
|
|
$
|
326,640
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
621,912
|
|
|
619,622
|
|
|
668,500
|
|
|
665,449
|
|
||||
Total
|
$
|
916,960
|
|
|
$
|
905,584
|
|
|
$
|
1,013,548
|
|
|
$
|
992,137
|
|
•
|
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)
|
||||||||
April 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000
|
|
||
May 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000
|
|
||
June 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
Excludes shares withheld to satisfy minimum statutory tax withholding requirements in connection with the net share settlement of restricted awards on vesting. During the three months ended June 30, 2019, we withheld 0.2 million shares of common stock to satisfy $1.7 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
|
3.10
|
|
|
8-K
|
|
5/23/2019
|
|
3.1
|
|
|
|
10.01
|
|
|
8-K
|
|
5/23/2019
|
|
10.1
|
|
|
|
10.02
|
|
|
8-K
|
|
5/23/2019
|
|
10.2
|
|
|
|
10.03
|
|
|
8-K
|
|
5/23/2019
|
|
10.3
|
|
|
|
10.04
|
|
|
DEF 14A
|
|
3/15/2019
|
|
Annex A
|
|
|
|
10.05
|
|
|
|
|
|
|
|
|
X
|
|
10.06
|
|
|
|
|
|
|
|
|
X
|
|
10.07
|
|
|
|
|
|
|
|
|
X
|
|
10.08
|
|
|
|
|
|
|
|
|
X
|
|
10.09
|
|
|
|
|
|
|
|
|
X
|
|
31.01
|
|
|
|
|
|
|
|
|
X
|
|
31.02
|
|
|
|
|
|
|
|
|
X
|
|
32.01
|
|
|
|
|
|
|
|
|
*
|
|
32.02
|
|
|
|
|
|
|
|
|
*
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
104+
|
|
Cover Page Interactive Data File
|
|
|
|
|
|
|
|
X
|
*
|
Furnished herewith.
|
**
|
Management contract or compensatory plan or arrangement.
|
+
|
Included in Interactive Data File covered by Exhibit 101.
|
TIVO CORPORATION
|
|
|
Authorized Officer:
|
|
|
Date:
|
By:
|
/s/ David Shull
|
July 31, 2019
|
|
David Shull
|
|
|
President and Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
Date:
|
By:
|
/s/ Peter C. Halt
|
July 31, 2019
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
Date:
|
By:
|
/s/ Wesley Gutierrez
|
July 31, 2019
|
|
Wesley Gutierrez
|
|
|
Chief Accounting Officer and Treasurer
|
TiVo Corporation
|
Accepted by:
|
||
By:
|
|
PARTICIPANT
|
|
/s/ Connie Puglia
|
Name:
|
|
|
Title:
|
Chief Human Resources Officer
|
Signature:
|
|
Address:
|
2160 Gold Street
|
Date:
|
|
|
San Jose, CA 95002
|
|
|
TiVo Corporation
|
Accepted by:
|
||
By:
|
|
PARTICIPANT
|
|
/s/ Connie Puglia
|
Name:
|
|
|
Title:
|
Chief Human Resources Officer
|
Signature:
|
|
Address:
|
2160 Gold Street
|
Date:
|
|
|
San Jose, CA 95002
|
|
|
1.
|
Relative TSR Award: A vesting factor as set forth on Exhibit A attached hereto, which is based on the relative percentile rank of the Company’s TSR for the Performance Period, with the vesting factor for Relative TSR commencing with the Company’s achievement of a ranking at the twenty-fifth (25th) percentile over the Performance Period compared to the individual companies comprising the S&P 600 Software and Services Index (the “Benchmark Index”) as of January 1, 2019 (See Exhibit B). Performance between the stated percentages in Exhibit A will be subject to straight-line interpolation. In no event will the number of units subject to the Relative TSR Award that vest be greater than two hundred percent (200%) of the Target Units subject to the Relative TSR Award; however, in the event the Company’s absolute TSR is negative (i.e., less than 0.0%) for the Performance Period, the maximum vesting factor for the Relative TSR Award cannot exceed one hundred percent (100%) of the Target Units subject to the Relative TSR Award. Examples of the vesting calculations, solely for clarification and without changing any of the terms of this award, are included for your convenience as Exhibit C.
|
TiVo Corporation
|
Accepted by:
|
||
By:
|
|
PARTICIPANT
|
|
/s/ Connie Puglia
|
Name:
|
|
|
Title:
|
Chief Human Resources Officer
|
Signature:
|
|
Address:
|
2160 Gold Street
|
Date:
|
|
|
San Jose, CA 95002
|
|
|
TiVo Corporation
|
Accepted by:
|
||
By:
|
|
PARTICIPANT
|
|
/s/ Connie Puglia
|
Name:
|
|
|
Title:
|
Chief Human Resources Officer
|
Signature:
|
|
Address:
|
2160 Gold Street
|
Date:
|
|
|
San Jose, CA 95002
|
|
|
TiVo Corporation
|
Accepted by:
|
||
By:
|
|
PARTICIPANT
|
|
/s/ Connie Puglia
|
Name:
|
|
|
Title:
|
Chief Human Resources Officer
|
Signature:
|
|
Address:
|
2160 Gold Street
|
Date:
|
|
|
San Jose, CA 95002
|
|
|
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:
|
July 31, 2019
|
|
|
|
|
|
|
/s/ David Shull
|
|
|
David Shull
|
|
|
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:
|
July 31, 2019
|
|
|
|
|
|
|
/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/ David Shull
|
|
David Shull
|
|
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
|