☒
|
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
|
October 31, 2019
|
Common Stock
|
126,643
|
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, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
144,451
|
|
|
$
|
161,955
|
|
Short-term marketable securities
|
132,208
|
|
|
158,956
|
|
||
Accounts receivable, net
|
183,827
|
|
|
152,866
|
|
||
Inventory
|
3,056
|
|
|
7,449
|
|
||
Prepaid expenses and other current assets
|
30,842
|
|
|
30,806
|
|
||
Total current assets
|
494,384
|
|
|
512,032
|
|
||
Long-term marketable securities
|
4,986
|
|
|
73,207
|
|
||
Property and equipment, net
|
50,361
|
|
|
53,586
|
|
||
Intangible assets, net
|
442,857
|
|
|
513,770
|
|
||
Goodwill
|
1,406,987
|
|
|
1,544,343
|
|
||
Right-of-use assets
|
63,064
|
|
|
—
|
|
||
Other long-term assets
|
59,953
|
|
|
63,365
|
|
||
Total assets
|
$
|
2,522,592
|
|
|
$
|
2,760,303
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
107,815
|
|
|
$
|
104,981
|
|
Unearned revenue
|
49,579
|
|
|
46,072
|
|
||
Current portion of long-term debt
|
289,284
|
|
|
373,361
|
|
||
Total current liabilities
|
446,678
|
|
|
524,414
|
|
||
Unearned revenue, less current portion
|
46,511
|
|
|
54,495
|
|
||
Long-term debt, less current portion
|
619,947
|
|
|
618,776
|
|
||
Deferred tax liabilities, net
|
39,921
|
|
|
45,030
|
|
||
Long-term lease liabilities
|
65,650
|
|
|
—
|
|
||
Other long-term liabilities
|
13,618
|
|
|
24,647
|
|
||
Total liabilities
|
1,232,325
|
|
|
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; 128,969 shares issued and 126,502 shares outstanding as of September 30, 2019; and 125,781 shares issued and 123,975 shares outstanding as of December 31, 2018
|
129
|
|
|
126
|
|
||
Treasury stock, 2,467 shares and 1,806 shares as of September 30, 2019 and December 31, 2018, respectively, at cost
|
(37,516
|
)
|
|
(32,124
|
)
|
||
Additional paid-in capital
|
3,229,334
|
|
|
3,239,395
|
|
||
Accumulated other comprehensive loss
|
(3,520
|
)
|
|
(3,869
|
)
|
||
Accumulated deficit
|
(1,898,160
|
)
|
|
(1,710,587
|
)
|
||
Total stockholders’ equity
|
1,290,267
|
|
|
1,492,941
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,522,592
|
|
|
$
|
2,760,303
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues, net:
|
|
|
|
|
|
|
|
||||||||
Licensing, services and software
|
$
|
155,918
|
|
|
$
|
160,783
|
|
|
$
|
486,575
|
|
|
$
|
516,495
|
|
Hardware
|
2,606
|
|
|
3,926
|
|
|
6,356
|
|
|
10,911
|
|
||||
Total Revenues, net
|
158,524
|
|
|
164,709
|
|
|
492,931
|
|
|
527,406
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
39,263
|
|
|
40,749
|
|
|
114,482
|
|
|
126,547
|
|
||||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
4,289
|
|
|
4,220
|
|
|
14,150
|
|
|
14,260
|
|
||||
Research and development
|
34,038
|
|
|
42,053
|
|
|
113,621
|
|
|
133,894
|
|
||||
Selling, general and administrative
|
45,677
|
|
|
39,867
|
|
|
139,270
|
|
|
133,906
|
|
||||
Depreciation
|
5,314
|
|
|
5,338
|
|
|
16,005
|
|
|
16,252
|
|
||||
Amortization of intangible assets
|
28,212
|
|
|
37,242
|
|
|
84,574
|
|
|
119,463
|
|
||||
Restructuring and asset impairment charges
|
1,995
|
|
|
2,921
|
|
|
6,484
|
|
|
8,568
|
|
||||
Goodwill impairment
|
137,453
|
|
|
—
|
|
|
137,453
|
|
|
—
|
|
||||
Total costs and expenses
|
296,241
|
|
|
172,390
|
|
|
626,039
|
|
|
552,890
|
|
||||
Operating loss
|
(137,717
|
)
|
|
(7,681
|
)
|
|
(133,108
|
)
|
|
(25,484
|
)
|
||||
Interest expense
|
(11,844
|
)
|
|
(12,436
|
)
|
|
(36,480
|
)
|
|
(36,241
|
)
|
||||
Interest income and other, net
|
860
|
|
|
861
|
|
|
4,150
|
|
|
2,971
|
|
||||
(Loss) gain on interest rate swaps
|
(390
|
)
|
|
1,033
|
|
|
(5,475
|
)
|
|
7,185
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
(149,091
|
)
|
|
(18,223
|
)
|
|
(171,213
|
)
|
|
(51,569
|
)
|
||||
Income tax expense
|
1,919
|
|
|
4,769
|
|
|
15,981
|
|
|
13,305
|
|
||||
Loss from continuing operations, net of tax
|
(151,010
|
)
|
|
(22,992
|
)
|
|
(187,194
|
)
|
|
(64,874
|
)
|
||||
(Loss) Income from discontinued operations, net of tax
|
(379
|
)
|
|
143
|
|
|
(379
|
)
|
|
3,738
|
|
||||
Net loss
|
$
|
(151,389
|
)
|
|
$
|
(22,849
|
)
|
|
$
|
(187,573
|
)
|
|
$
|
(61,136
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.20
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.50
|
)
|
|
$
|
(0.53
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||
Basic loss per share
|
$
|
(1.20
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.50
|
)
|
|
$
|
(0.50
|
)
|
Weighted average shares used in computing basic per share amounts
|
126,081
|
|
|
123,459
|
|
|
125,160
|
|
|
122,756
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.20
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.50
|
)
|
|
$
|
(0.53
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||
Diluted loss per share
|
$
|
(1.20
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.50
|
)
|
|
$
|
(0.50
|
)
|
Weighted average shares used in computing diluted per share amounts
|
126,081
|
|
|
123,459
|
|
|
125,160
|
|
|
122,756
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.08
|
|
|
$
|
0.18
|
|
|
$
|
0.34
|
|
|
$
|
0.54
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(151,389
|
)
|
|
$
|
(22,849
|
)
|
|
$
|
(187,573
|
)
|
|
$
|
(61,136
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(936
|
)
|
|
(286
|
)
|
|
(532
|
)
|
|
(1,889
|
)
|
||||
Unrealized (losses) gains on marketable securities
|
|
|
|
|
|
|
|
||||||||
Change in unrealized (loss) gains on marketable securities
|
(11
|
)
|
|
222
|
|
|
881
|
|
|
114
|
|
||||
Less: Reclassification adjustment on sale
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||
Other comprehensive (loss) income, net of tax
|
(947
|
)
|
|
(64
|
)
|
|
349
|
|
|
(1,559
|
)
|
||||
Comprehensive loss
|
$
|
(152,336
|
)
|
|
$
|
(22,913
|
)
|
|
$
|
(187,224
|
)
|
|
$
|
(62,695
|
)
|
|
||||||||||||||||||||||
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of June 30, 2018
|
124,528
|
|
$
|
125
|
|
(1,557
|
)
|
$
|
(28,925
|
)
|
$
|
3,257,093
|
|
$
|
(4,233
|
)
|
$
|
(1,399,526
|
)
|
$
|
1,824,534
|
|
Net loss
|
|
|
|
|
|
|
(22,849
|
)
|
(22,849
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(64
|
)
|
|
(64
|
)
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
511
|
|
—
|
|
|
|
5,278
|
|
|
|
5,278
|
|
||||||||||
Issuance of restricted stock, net
|
590
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
9,526
|
|
|
|
9,526
|
|
||||||||||||
Dividends
|
|
|
|
|
(22,282
|
)
|
|
|
(22,282
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(197
|
)
|
(2,570
|
)
|
|
|
|
(2,570
|
)
|
|||||||||||
Balance as of September 30, 2018
|
125,629
|
|
$
|
126
|
|
(1,754
|
)
|
$
|
(31,495
|
)
|
$
|
3,249,615
|
|
$
|
(4,297
|
)
|
$
|
(1,422,375
|
)
|
$
|
1,791,574
|
|
|
Common stock
|
Treasury stock
|
Additional paid-in capital
|
Accumulated other comprehensive loss
|
Accumulated deficit
|
Total stockholders’ equity
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
Balance as of June 30, 2019
|
127,313
|
|
$
|
127
|
|
(2,157
|
)
|
$
|
(35,219
|
)
|
$
|
3,230,303
|
|
$
|
(2,573
|
)
|
$
|
(1,746,771
|
)
|
$
|
1,445,867
|
|
Net loss
|
|
|
|
|
|
|
(151,389
|
)
|
(151,389
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(947
|
)
|
|
(947
|
)
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
608
|
|
1
|
|
|
|
3,920
|
|
|
|
3,921
|
|
||||||||||
Issuance of restricted stock, net
|
1,048
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
5,217
|
|
|
|
5,217
|
|
||||||||||||
Dividends
|
|
|
|
|
(10,106
|
)
|
|
|
(10,106
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(310
|
)
|
(2,297
|
)
|
|
|
|
(2,297
|
)
|
|||||||||||
Balance as of September 30, 2019
|
128,969
|
|
$
|
129
|
|
(2,467
|
)
|
$
|
(37,516
|
)
|
$
|
3,229,334
|
|
$
|
(3,520
|
)
|
$
|
(1,898,160
|
)
|
$
|
1,290,267
|
|
|
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
|
|
|
|
|
|
|
(61,136
|
)
|
(61,136
|
)
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
(1,559
|
)
|
|
(1,559
|
)
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
1,150
|
|
2
|
|
|
|
12,852
|
|
|
|
12,854
|
|
||||||||||
Issuance of restricted stock, net
|
1,094
|
|
1
|
|
|
|
—
|
|
|
|
1
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
30,252
|
|
|
|
30,252
|
|
||||||||||||
Dividends
|
|
|
|
|
(66,511
|
)
|
|
|
(66,511
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(485
|
)
|
(6,755
|
)
|
|
|
|
(6,755
|
)
|
|||||||||||
Balance as of September 30, 2018
|
125,629
|
|
$
|
126
|
|
(1,754
|
)
|
$
|
(31,495
|
)
|
$
|
3,249,615
|
|
$
|
(4,297
|
)
|
$
|
(1,422,375
|
)
|
$
|
1,791,574
|
|
|
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
|
|
|
|
|
|
|
(187,573
|
)
|
(187,573
|
)
|
||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
349
|
|
|
349
|
|
||||||||||||
Issuance of common stock under employee stock purchase plan
|
1,343
|
|
1
|
|
|
|
10,871
|
|
|
|
10,872
|
|
||||||||||
Issuance of restricted stock, net
|
1,845
|
|
2
|
|
|
|
—
|
|
|
|
2
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
22,637
|
|
|
|
22,637
|
|
||||||||||||
Dividends
|
|
|
|
|
(42,573
|
)
|
|
|
(42,573
|
)
|
||||||||||||
Equity component related to repurchase of 2020 Convertible Notes
|
|
|
|
|
(996
|
)
|
|
|
(996
|
)
|
||||||||||||
Withholding taxes related to net share settlement of restricted awards
|
|
|
(661
|
)
|
(5,392
|
)
|
|
|
|
(5,392
|
)
|
|||||||||||
Balance as of September 30, 2019
|
128,969
|
|
$
|
129
|
|
(2,467
|
)
|
$
|
(37,516
|
)
|
$
|
3,229,334
|
|
$
|
(3,520
|
)
|
$
|
(1,898,160
|
)
|
$
|
1,290,267
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(187,573
|
)
|
|
$
|
(61,136
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Loss (Income) from discontinued operations, net of tax
|
379
|
|
|
(3,738
|
)
|
||
Depreciation
|
16,005
|
|
|
16,252
|
|
||
Amortization of intangible assets
|
84,574
|
|
|
119,463
|
|
||
Amortization of convertible note discount and note issuance costs
|
11,531
|
|
|
11,586
|
|
||
Restructuring and asset impairment charges
|
6,484
|
|
|
8,568
|
|
||
Goodwill impairment
|
137,453
|
|
|
—
|
|
||
Equity-based compensation
|
22,459
|
|
|
28,226
|
|
||
Change in fair value of interest rate swaps
|
4,613
|
|
|
(10,245
|
)
|
||
Loss on debt extinguishment
|
300
|
|
|
—
|
|
||
Deferred income taxes
|
(5,418
|
)
|
|
(447
|
)
|
||
Other operating, net
|
5,507
|
|
|
1,819
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(31,803
|
)
|
|
30,548
|
|
||
Inventory
|
2,001
|
|
|
3,618
|
|
||
Prepaid expenses and other current assets and other long-term assets
|
(716
|
)
|
|
7,377
|
|
||
Right-of-use assets, net of lease liabilities
|
14,919
|
|
|
—
|
|
||
Accounts payable and accrued expenses and other long-term liabilities
|
(26,003
|
)
|
|
(35,237
|
)
|
||
Taxes payable
|
(1,504
|
)
|
|
(474
|
)
|
||
Unearned revenue
|
(11,563
|
)
|
|
(2,445
|
)
|
||
Net cash provided by operating activities - Continuing operations
|
41,645
|
|
|
113,735
|
|
||
Net cash used in operating activities - Discontinued operations
|
(25
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
41,620
|
|
|
113,735
|
|
||
Investing activities:
|
|
|
|
||||
Payments for purchase of short- and long-term marketable securities
|
(69,220
|
)
|
|
(150,583
|
)
|
||
Proceeds from sales or maturities of short- and long-term marketable securities
|
165,799
|
|
|
142,753
|
|
||
Payments for purchase of property and equipment
|
(15,743
|
)
|
|
(17,053
|
)
|
||
Payments for acquisition of patents
|
(6,850
|
)
|
|
—
|
|
||
Other investing, net
|
—
|
|
|
15
|
|
||
Net cash provided by (used in) investing activities
|
73,986
|
|
|
(24,868
|
)
|
||
Financing activities:
|
|
|
|
||||
Principal payments on long-term debt
|
(95,963
|
)
|
|
(5,250
|
)
|
||
Payments for dividends
|
(42,493
|
)
|
|
(66,687
|
)
|
||
Payments for contingent consideration and deferred holdback
|
—
|
|
|
(1,874
|
)
|
||
Payments for withholding taxes related to net settlement of restricted awards
|
(5,392
|
)
|
|
(6,755
|
)
|
||
Proceeds from employee stock purchase plan
|
10,872
|
|
|
12,854
|
|
||
Net cash used in financing activities
|
(132,976
|
)
|
|
(67,712
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(134
|
)
|
|
(465
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(17,504
|
)
|
|
20,690
|
|
||
Cash and cash equivalents at beginning of period
|
161,955
|
|
|
128,965
|
|
||
Cash and cash equivalents at end of period
|
$
|
144,451
|
|
|
$
|
149,655
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
411
|
|
|
$
|
864
|
|
Finished goods
|
2,645
|
|
|
6,585
|
|
||
Inventory
|
$
|
3,056
|
|
|
$
|
7,449
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Computer software and equipment
|
$
|
155,634
|
|
|
$
|
148,935
|
|
Leasehold improvements
|
52,389
|
|
|
47,431
|
|
||
Furniture and fixtures
|
10,317
|
|
|
9,494
|
|
||
Property and equipment, gross
|
218,340
|
|
|
205,860
|
|
||
Less: Accumulated depreciation and amortization
|
(167,979
|
)
|
|
(152,274
|
)
|
||
Property and equipment, net
|
$
|
50,361
|
|
|
$
|
53,586
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts payable
|
$
|
13,686
|
|
|
$
|
2,180
|
|
Accrued compensation and benefits
|
34,896
|
|
|
46,466
|
|
||
Other accrued liabilities
|
59,233
|
|
|
56,335
|
|
||
Accounts payable and accrued expenses
|
$
|
107,815
|
|
|
$
|
104,981
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Significant noncash transactions
|
|
|
|
||||
Patents acquired as part of a licensing agreement
|
$
|
7,086
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
AT&T Inc. ("AT&T")
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 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
|
$
|
17,616
|
|
|
$
|
31,062
|
|
|
$
|
48,678
|
|
|
$
|
22,093
|
|
|
$
|
26,528
|
|
|
$
|
48,621
|
|
Goods and services transferred over time
|
65,172
|
|
|
36,743
|
|
|
101,915
|
|
|
72,519
|
|
|
39,768
|
|
|
112,287
|
|
||||||
Out-of-license settlements
|
—
|
|
|
7,931
|
|
|
7,931
|
|
|
—
|
|
|
3,801
|
|
|
3,801
|
|
||||||
Total Revenues, net
|
$
|
82,788
|
|
|
$
|
75,736
|
|
|
$
|
158,524
|
|
|
$
|
94,612
|
|
|
$
|
70,097
|
|
|
$
|
164,709
|
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 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
|
$
|
55,963
|
|
|
$
|
89,493
|
|
|
$
|
145,456
|
|
|
$
|
79,569
|
|
|
$
|
81,977
|
|
|
$
|
161,546
|
|
Goods and services transferred over time
|
203,334
|
|
|
109,623
|
|
|
312,957
|
|
|
224,682
|
|
|
125,212
|
|
|
349,894
|
|
||||||
Out-of-license settlements
|
—
|
|
|
34,518
|
|
|
34,518
|
|
|
—
|
|
|
15,966
|
|
|
15,966
|
|
||||||
Total Revenues, net
|
$
|
259,297
|
|
|
$
|
233,634
|
|
|
$
|
492,931
|
|
|
$
|
304,251
|
|
|
$
|
223,155
|
|
|
$
|
527,406
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
112,325
|
|
|
$
|
115,312
|
|
|
$
|
327,614
|
|
|
$
|
351,423
|
|
Canada
|
13,380
|
|
|
9,797
|
|
|
55,927
|
|
|
30,173
|
|
||||
United Kingdom
|
3,920
|
|
|
9,131
|
|
|
17,506
|
|
|
56,361
|
|
||||
Rest of the world
|
28,899
|
|
|
30,469
|
|
|
91,884
|
|
|
89,449
|
|
||||
Total Revenues, net
|
$
|
158,524
|
|
|
$
|
164,709
|
|
|
$
|
492,931
|
|
|
$
|
527,406
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, gross
|
$
|
186,828
|
|
|
$
|
155,708
|
|
Less: Allowance for doubtful accounts
|
(3,001
|
)
|
|
(2,842
|
)
|
||
Accounts receivable, net
|
$
|
183,827
|
|
|
$
|
152,866
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
$
|
52,983
|
|
|
$
|
35,115
|
|
Prepaid expenses and other current assets
|
2,399
|
|
|
1,654
|
|
||
Other long-term assets
|
11,517
|
|
|
8,532
|
|
||
Total contract assets, net
|
$
|
66,899
|
|
|
$
|
45,301
|
|
|
September 30, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
42,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,208
|
|
Cash equivalents - Money market funds
|
99,247
|
|
|
—
|
|
|
—
|
|
|
99,247
|
|
||||
Cash equivalents - Corporate debt securities
|
2,996
|
|
|
—
|
|
|
—
|
|
|
2,996
|
|
||||
Cash and cash equivalents
|
$
|
144,451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,451
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
$
|
62,080
|
|
|
$
|
67
|
|
|
$
|
(11
|
)
|
|
$
|
62,136
|
|
U.S. Treasuries / Agencies
|
74,845
|
|
|
236
|
|
|
(23
|
)
|
|
75,058
|
|
||||
Marketable securities
|
$
|
136,925
|
|
|
$
|
303
|
|
|
$
|
(34
|
)
|
|
$
|
137,194
|
|
Cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
281,645
|
|
|
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
|
$
|
134,987
|
|
|
$
|
135,204
|
|
Due in 1-2 years
|
4,934
|
|
|
4,986
|
|
||
Total
|
$
|
139,921
|
|
|
$
|
140,190
|
|
•
|
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.
|
|
September 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
|
$
|
99,247
|
|
|
$
|
99,247
|
|
|
$
|
—
|
|
|
$
|
121,830
|
|
|
$
|
121,830
|
|
|
$
|
—
|
|
Corporate debt securities
|
2,996
|
|
|
2,996
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Short-term marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
62,136
|
|
|
—
|
|
|
62,136
|
|
|
90,753
|
|
|
—
|
|
|
90,753
|
|
||||||
U.S. Treasuries / Agencies
|
70,072
|
|
|
—
|
|
|
70,072
|
|
|
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
|
4,986
|
|
|
—
|
|
|
4,986
|
|
|
50,200
|
|
|
—
|
|
|
50,200
|
|
||||||
Total Assets
|
$
|
239,437
|
|
|
$
|
102,243
|
|
|
$
|
137,194
|
|
|
$
|
354,166
|
|
|
$
|
121,830
|
|
|
$
|
232,336
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
(7,447
|
)
|
|
$
|
—
|
|
|
$
|
(7,447
|
)
|
|
$
|
(3,012
|
)
|
|
$
|
—
|
|
|
$
|
(3,012
|
)
|
Total Liabilities
|
$
|
(7,447
|
)
|
|
$
|
—
|
|
|
$
|
(7,447
|
)
|
|
$
|
(3,012
|
)
|
|
$
|
—
|
|
|
$
|
(3,012
|
)
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||
|
Cubiware Contingent Consideration
|
|
Auction Rate Securities
|
|
Cubiware Contingent Consideration
|
||||||
Balance at beginning of period
|
$
|
(3,599
|
)
|
|
$
|
10,584
|
|
|
$
|
(2,234
|
)
|
Sales
|
—
|
|
|
(10,715
|
)
|
|
—
|
|
|||
Settlements
|
1,874
|
|
|
—
|
|
|
1,874
|
|
|||
Transfers out (a)
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|||
Gain (loss) included in earnings
|
25
|
|
|
(85
|
)
|
|
(1,340
|
)
|
|||
Unrealized loss reclassified on sale
|
—
|
|
|
216
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
During the three and nine months ended September 30, 2018, $1.7 million related to the Cubiware contingent consideration was reclassified to a contingent liability that is not measured at fair value.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (a)
|
|
Carrying Amount
|
|
Fair Value (a)
|
||||||||
2020 Convertible Notes
|
$
|
289,284
|
|
|
$
|
290,870
|
|
|
$
|
326,640
|
|
|
$
|
316,538
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
619,899
|
|
|
618,802
|
|
|
665,449
|
|
|
633,404
|
|
||||
Total Long-term debt
|
$
|
909,231
|
|
|
$
|
909,720
|
|
|
$
|
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.
|
|
September 30, 2019
|
||||||||||
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Finite-lived intangible assets
|
|
|
|
|
|
||||||
Developed technology and patents
|
$
|
1,065,180
|
|
|
$
|
(833,081
|
)
|
|
$
|
232,099
|
|
Existing contracts and customer relationships
|
402,389
|
|
|
(210,887
|
)
|
|
191,502
|
|
|||
Content databases and other
|
57,359
|
|
|
(52,103
|
)
|
|
5,256
|
|
|||
Trademarks / Tradenames
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
1,533,228
|
|
|
(1,104,371
|
)
|
|
428,857
|
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
||||||
TiVo Tradename
|
14,000
|
|
|
—
|
|
|
14,000
|
|
|||
Total intangible assets
|
$
|
1,547,228
|
|
|
$
|
(1,104,371
|
)
|
|
$
|
442,857
|
|
|
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
|
$
|
28,132
|
|
2020
|
112,401
|
|
|
2021
|
69,631
|
|
|
2022
|
41,946
|
|
|
2023
|
24,845
|
|
|
Thereafter
|
151,902
|
|
|
Total
|
$
|
428,857
|
|
|
Product
|
|
Intellectual Property Licensing
|
|
Total
|
||||||
December 31, 2018
|
$
|
253,011
|
|
|
$
|
1,291,332
|
|
|
$
|
1,544,343
|
|
Impairment
|
(79,287
|
)
|
|
(58,166
|
)
|
|
(137,453
|
)
|
|||
Foreign currency translation
|
97
|
|
|
—
|
|
|
97
|
|
|||
September 30, 2019
|
$
|
173,821
|
|
|
$
|
1,233,166
|
|
|
$
|
1,406,987
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Facility-related costs
|
$
|
158
|
|
|
$
|
99
|
|
|
$
|
591
|
|
|
$
|
387
|
|
Severance costs
|
953
|
|
|
2,822
|
|
|
4,923
|
|
|
5,606
|
|
||||
Share-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,575
|
|
||||
Asset impairment
|
875
|
|
|
—
|
|
|
961
|
|
|
—
|
|
||||
Contract termination costs and other
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Restructuring and asset impairment charges
|
$
|
1,995
|
|
|
$
|
2,921
|
|
|
$
|
6,484
|
|
|
$
|
8,568
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Facility-related costs
|
$
|
—
|
|
|
$
|
264
|
|
Severance costs
|
2,179
|
|
|
3,996
|
|
||
Accrued restructuring costs
|
$
|
2,179
|
|
|
$
|
4,260
|
|
|
Balance at Beginning of Period
|
|
Restructuring Expense
|
|
Cash Settlements
|
|
Non-Cash Settlements
|
|
Other
|
|
Balance at End of Period
|
||||||||||||
Facility-related costs
|
$
|
—
|
|
|
$
|
591
|
|
|
$
|
—
|
|
|
$
|
(591
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance costs
|
3,857
|
|
|
4,223
|
|
|
(6,203
|
)
|
|
—
|
|
|
(72
|
)
|
|
1,805
|
|
||||||
Asset impairment
|
—
|
|
|
961
|
|
|
—
|
|
|
(961
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,857
|
|
|
$
|
5,775
|
|
|
$
|
(6,203
|
)
|
|
$
|
(1,552
|
)
|
|
$
|
(72
|
)
|
|
$
|
1,805
|
|
|
|
|
|
September 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
|
|
$
|
289,284
|
|
|
$
|
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
|
|
619,899
|
|
|
668,500
|
|
665,449
|
|
||||
Total Long-term debt
|
|
|
|
$
|
916,960
|
|
909,231
|
|
|
$
|
1,013,548
|
|
992,137
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
289,284
|
|
|
|
373,361
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
619,947
|
|
|
|
$
|
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.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Liability component
|
|
|
|
||||
Principal outstanding
|
$
|
295,000
|
|
|
$
|
345,000
|
|
Less: Unamortized debt discount
|
(5,050
|
)
|
|
(16,253
|
)
|
||
Less: Unamortized debt issuance costs
|
(666
|
)
|
|
(2,107
|
)
|
||
Carrying amount
|
$
|
289,284
|
|
|
$
|
326,640
|
|
|
|
|
|
||||
Equity component
|
$
|
62,858
|
|
|
$
|
63,854
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stated interest
|
$
|
369
|
|
|
$
|
431
|
|
|
$
|
1,225
|
|
|
$
|
1,294
|
|
Amortization of debt discount
|
2,983
|
|
|
3,331
|
|
|
9,791
|
|
|
9,877
|
|
||||
Amortization of debt issuance costs
|
387
|
|
|
412
|
|
|
1,256
|
|
|
1,206
|
|
||||
Total interest expense
|
$
|
3,739
|
|
|
$
|
4,174
|
|
|
$
|
12,272
|
|
|
$
|
12,377
|
|
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
|
September 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 September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
Fixed lease cost
|
$
|
4,372
|
|
|
$
|
13,387
|
|
Variable lease cost
|
1,282
|
|
|
3,880
|
|
||
Short-term lease cost
|
47
|
|
|
379
|
|
||
Less: Sublease income
|
(2,382
|
)
|
|
(6,957
|
)
|
||
Total operating lease cost
|
$
|
3,319
|
|
|
$
|
10,689
|
|
|
Nine Months Ended September 30, 2019
|
||
Operating cash flows:
|
|
||
Cash paid for amounts included in the measurement of operating Lease liabilities
|
$
|
14,511
|
|
Non-cash activity:
|
|
||
Right-of-use assets obtained in exchange for operating Lease liabilities
|
$
|
7,574
|
|
Other adjustments to Right-of-use assets
|
$
|
(1,626
|
)
|
|
September 30, 2019
|
||
Right-of-use assets
|
$
|
63,064
|
|
|
|
||
Lease liabilities - current
|
$
|
13,562
|
|
Lease liabilities - non current
|
65,650
|
|
|
Total Lease liabilities
|
$
|
79,212
|
|
|
|
||
Weighted average remaining lease term
|
6.0 years
|
|
|
Weighted average discount rate
|
6.6
|
%
|
|
Operating Lease Liabilities
|
|
Sublease Income
|
|
Net Operating Lease Payments
|
||||||
Remainder of 2019
|
$
|
3,862
|
|
|
$
|
(1,746
|
)
|
|
$
|
2,116
|
|
2020
|
19,024
|
|
|
(6,873
|
)
|
|
12,151
|
|
|||
2021
|
17,047
|
|
|
(6,808
|
)
|
|
10,239
|
|
|||
2022
|
13,970
|
|
|
(6,269
|
)
|
|
7,701
|
|
|||
2023
|
11,977
|
|
|
(6,081
|
)
|
|
5,896
|
|
|||
Thereafter
|
31,651
|
|
|
(13,470
|
)
|
|
18,181
|
|
|||
Total lease payments
|
97,531
|
|
|
(41,247
|
)
|
|
56,284
|
|
|||
Less: imputed interest
|
(18,319
|
)
|
|
—
|
|
|
(18,319
|
)
|
|||
Total
|
$
|
79,212
|
|
|
$
|
(41,247
|
)
|
|
$
|
37,965
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares used in computing basic per share amounts
|
126,081
|
|
|
123,459
|
|
|
125,160
|
|
|
122,756
|
|
Dilutive effect of equity-based compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average shares used in computing diluted per share amounts
|
126,081
|
|
|
123,459
|
|
|
125,160
|
|
|
122,756
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Restricted awards
|
6,173
|
|
|
5,401
|
|
|
5,272
|
|
|
4,153
|
|
Stock options
|
596
|
|
|
1,907
|
|
|
885
|
|
|
2,238
|
|
2020 Convertible Notes (a)
|
11,722
|
|
|
12,918
|
|
|
12,881
|
|
|
12,918
|
|
2021 Convertible Notes (a)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Warrants related to 2020 Convertible Notes (a)
|
12,999
|
|
|
12,525
|
|
|
12,911
|
|
|
12,424
|
|
Weighted average potential shares excluded from the calculation of Diluted EPS
|
31,491
|
|
|
32,752
|
|
|
31,950
|
|
|
31,734
|
|
(a)
|
See Note 9 for additional details.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Restricted stock units subject to market conditions:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
40.7
|
%
|
|
39.2
|
%
|
|
40.7
|
%
|
|
39.2
|
%
|
Expected term
|
2.5 years
|
|
|
2.5 years
|
|
|
2.5 years
|
|
|
2.5 years
|
|
Risk-free interest rate
|
1.8
|
%
|
|
2.6
|
%
|
|
1.8
|
%
|
|
2.6
|
%
|
Expected dividend yield
|
4.4
|
%
|
|
5.5
|
%
|
|
4.4
|
%
|
|
5.5
|
%
|
ESPP shares:
|
|
|
|
|
|
|
|
||||
Expected volatility
|
46.7
|
%
|
|
44.3
|
%
|
|
49.2
|
%
|
|
43.3
|
%
|
Expected term
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
1.8
|
%
|
|
2.5
|
%
|
|
2.1
|
%
|
|
2.2
|
%
|
Expected dividend yield
|
3.9
|
%
|
|
6.1
|
%
|
|
5.1
|
%
|
|
5.6
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Weighted average grant date fair value
|
|
|
|
|
|
|
|
||||||||
Restricted awards
|
$
|
6.39
|
|
|
$
|
11.55
|
|
|
$
|
6.72
|
|
|
$
|
11.72
|
|
ESPP shares
|
$
|
3.80
|
|
|
$
|
3.67
|
|
|
$
|
3.62
|
|
|
$
|
3.99
|
|
Equity-based compensation
|
|
|
|
|
|
|
|
||||||||
Pre-tax equity-based compensation, excluding amounts included in restructuring expense
|
$
|
5,148
|
|
|
$
|
9,471
|
|
|
$
|
22,459
|
|
|
$
|
28,226
|
|
Pre-tax equity-based compensation, included in restructuring expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,575
|
|
|
Restricted Awards (In Thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding as of beginning of period
|
5,350
|
|
|
$
|
14.26
|
|
Granted
|
4,487
|
|
|
$
|
6.72
|
|
Vested
|
(1,815
|
)
|
|
$
|
14.45
|
|
Forfeited
|
(891
|
)
|
|
$
|
13.54
|
|
Outstanding as of end of period
|
7,131
|
|
|
$
|
9.56
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign withholding tax
|
$
|
3,518
|
|
|
$
|
3,566
|
|
|
$
|
14,737
|
|
|
$
|
10,635
|
|
Federal income tax
|
1,466
|
|
|
—
|
|
|
3,878
|
|
|
—
|
|
||||
Foreign income tax
|
809
|
|
|
18
|
|
|
1,482
|
|
|
578
|
|
||||
State income tax
|
(228
|
)
|
|
42
|
|
|
(501
|
)
|
|
221
|
|
||||
Change in indefinite reinvestment assertion
|
—
|
|
|
—
|
|
|
—
|
|
|
1,221
|
|
||||
Change in deferred tax liabilities
|
—
|
|
|
213
|
|
|
—
|
|
|
(277
|
)
|
||||
Change in unrecognized tax benefits
|
395
|
|
|
62
|
|
|
426
|
|
|
59
|
|
||||
Goodwill impairment
|
(4,041
|
)
|
|
—
|
|
|
(4,041
|
)
|
|
—
|
|
||||
Transition Tax
|
—
|
|
|
868
|
|
|
—
|
|
|
868
|
|
||||
Income tax expense
|
$
|
1,919
|
|
|
$
|
4,769
|
|
|
$
|
15,981
|
|
|
$
|
13,305
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Product
|
|
|
|
|
|
|
|
||||||||
Platform Solutions
|
$
|
62,083
|
|
|
$
|
73,147
|
|
|
$
|
198,851
|
|
|
$
|
241,295
|
|
Software and Services
|
19,771
|
|
|
19,851
|
|
|
58,915
|
|
|
57,949
|
|
||||
Other
|
934
|
|
|
1,614
|
|
|
1,531
|
|
|
5,007
|
|
||||
Revenues, net
|
82,788
|
|
|
94,612
|
|
|
259,297
|
|
|
304,251
|
|
||||
Adjusted Operating Expenses (1)
|
69,386
|
|
|
79,347
|
|
|
229,944
|
|
|
250,280
|
|
||||
Adjusted EBITDA (2)
|
13,402
|
|
|
15,265
|
|
|
29,353
|
|
|
53,971
|
|
||||
Intellectual Property Licensing
|
|
|
|
|
|
|
|
||||||||
US Pay TV Providers
|
41,896
|
|
|
44,474
|
|
|
126,009
|
|
|
143,606
|
|
||||
CE Manufacturers
|
15,580
|
|
|
8,859
|
|
|
31,928
|
|
|
26,754
|
|
||||
New Media, International Pay TV Providers and Other
|
18,260
|
|
|
16,764
|
|
|
75,697
|
|
|
52,795
|
|
||||
Revenues, net
|
75,736
|
|
|
70,097
|
|
|
233,634
|
|
|
223,155
|
|
||||
Adjusted Operating Expenses (1)
|
25,659
|
|
|
23,461
|
|
|
68,825
|
|
|
73,790
|
|
||||
Adjusted EBITDA (2)
|
50,077
|
|
|
46,636
|
|
|
164,809
|
|
|
149,365
|
|
||||
Corporate
|
|
|
|
|
|
|
|
||||||||
Adjusted Operating Expenses (1)
|
13,427
|
|
|
14,825
|
|
|
44,048
|
|
|
45,385
|
|
||||
Adjusted EBITDA (2)
|
(13,427
|
)
|
|
(14,825
|
)
|
|
(44,048
|
)
|
|
(45,385
|
)
|
||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Total Revenues, net
|
158,524
|
|
|
164,709
|
|
|
492,931
|
|
|
527,406
|
|
||||
Adjusted Operating Expenses (1)
|
108,472
|
|
|
117,633
|
|
|
342,817
|
|
|
369,455
|
|
||||
Adjusted EBITDA (2)
|
50,052
|
|
|
47,076
|
|
|
150,114
|
|
|
157,951
|
|
||||
Depreciation
|
5,314
|
|
|
5,338
|
|
|
16,005
|
|
|
16,252
|
|
||||
Amortization of intangible assets
|
28,212
|
|
|
37,242
|
|
|
84,574
|
|
|
119,463
|
|
||||
Restructuring and asset impairment charges
|
1,995
|
|
|
2,921
|
|
|
6,484
|
|
|
8,568
|
|
||||
Goodwill impairment
|
137,453
|
|
|
—
|
|
|
137,453
|
|
|
—
|
|
||||
Equity-based compensation
|
5,148
|
|
|
9,471
|
|
|
22,459
|
|
|
28,226
|
|
||||
Separation and transformation costs
|
9,458
|
|
|
—
|
|
|
13,905
|
|
|
—
|
|
||||
Transition and integration costs
|
189
|
|
|
(148
|
)
|
|
1,342
|
|
|
9,303
|
|
||||
Earnout amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
1,494
|
|
||||
CEO transition cash costs
|
—
|
|
|
—
|
|
|
1,000
|
|
|
(975
|
)
|
||||
Remeasurement of contingent consideration
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
1,104
|
|
||||
Operating loss
|
(137,717
|
)
|
|
(7,681
|
)
|
|
(133,108
|
)
|
|
(25,484
|
)
|
||||
Interest expense
|
(11,844
|
)
|
|
(12,436
|
)
|
|
(36,480
|
)
|
|
(36,241
|
)
|
||||
Interest income and other, net
|
860
|
|
|
861
|
|
|
4,150
|
|
|
2,971
|
|
||||
(Loss) gain on interest rate swaps
|
(390
|
)
|
|
1,033
|
|
|
(5,475
|
)
|
|
7,185
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
$
|
(149,091
|
)
|
|
$
|
(18,223
|
)
|
|
$
|
(171,213
|
)
|
|
$
|
(51,569
|
)
|
(1)
|
Adjusted Operating Expenses are defined as operating expenses excluding Depreciation, Amortization of intangible assets, Restructuring and asset impairment charges, Goodwill impairment, Equity-based compensation, Separation and transformation 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, Goodwill impairment, Equity-based compensation, Separation and
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
155,918
|
|
|
$
|
160,783
|
|
|
$
|
(4,865
|
)
|
|
(3
|
)%
|
Hardware
|
2,606
|
|
|
3,926
|
|
|
(1,320
|
)
|
|
(34
|
)%
|
|||
Total Revenues, net
|
158,524
|
|
|
164,709
|
|
|
(6,185
|
)
|
|
(4
|
)%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
39,263
|
|
|
40,749
|
|
|
(1,486
|
)
|
|
(4
|
)%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
4,289
|
|
|
4,220
|
|
|
69
|
|
|
2
|
%
|
|||
Research and development
|
34,038
|
|
|
42,053
|
|
|
(8,015
|
)
|
|
(19
|
)%
|
|||
Selling, general and administrative
|
45,677
|
|
|
39,867
|
|
|
5,810
|
|
|
15
|
%
|
|||
Depreciation
|
5,314
|
|
|
5,338
|
|
|
(24
|
)
|
|
—
|
%
|
|||
Amortization of intangible assets
|
28,212
|
|
|
37,242
|
|
|
(9,030
|
)
|
|
(24
|
)%
|
|||
Restructuring and asset impairment charges
|
1,995
|
|
|
2,921
|
|
|
(926
|
)
|
|
(32
|
)%
|
|||
Goodwill impairment
|
137,453
|
|
|
—
|
|
|
137,453
|
|
|
N/a
|
|
|||
Total costs and expenses
|
296,241
|
|
|
172,390
|
|
|
123,851
|
|
|
72
|
%
|
|||
Operating loss
|
(137,717
|
)
|
|
(7,681
|
)
|
|
(130,036
|
)
|
|
1,693
|
%
|
|||
Interest expense
|
(11,844
|
)
|
|
(12,436
|
)
|
|
592
|
|
|
(5
|
)%
|
|||
Interest income and other, net
|
860
|
|
|
861
|
|
|
(1
|
)
|
|
—
|
%
|
|||
(Loss) gain on interest rate swaps
|
(390
|
)
|
|
1,033
|
|
|
(1,423
|
)
|
|
(138
|
)%
|
|||
Loss from continuing operations before income taxes
|
(149,091
|
)
|
|
(18,223
|
)
|
|
(130,868
|
)
|
|
718
|
%
|
|||
Income tax expense
|
1,919
|
|
|
4,769
|
|
|
(2,850
|
)
|
|
(60
|
)%
|
|||
Loss from continuing operations, net of tax
|
(151,010
|
)
|
|
(22,992
|
)
|
|
(128,018
|
)
|
|
557
|
%
|
|||
(Loss) Income from discontinued operations, net of tax
|
(379
|
)
|
|
143
|
|
|
(522
|
)
|
|
(365
|
)%
|
|||
Net loss
|
$
|
(151,389
|
)
|
|
$
|
(22,849
|
)
|
|
$
|
(128,540
|
)
|
|
563
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Revenues, net:
|
|
|
|
|
|
|
|
|||||||
Licensing, services and software
|
$
|
486,575
|
|
|
$
|
516,495
|
|
|
$
|
(29,920
|
)
|
|
(6
|
)%
|
Hardware
|
6,356
|
|
|
10,911
|
|
|
(4,555
|
)
|
|
(42
|
)%
|
|||
Total Revenues, net
|
492,931
|
|
|
527,406
|
|
|
(34,475
|
)
|
|
(7
|
)%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of licensing, services and software revenues, excluding depreciation and amortization of intangible assets
|
114,482
|
|
|
126,547
|
|
|
(12,065
|
)
|
|
(10
|
)%
|
|||
Cost of hardware revenues, excluding depreciation and amortization of intangible assets
|
14,150
|
|
|
14,260
|
|
|
(110
|
)
|
|
(1
|
)%
|
|||
Research and development
|
113,621
|
|
|
133,894
|
|
|
(20,273
|
)
|
|
(15
|
)%
|
|||
Selling, general and administrative
|
139,270
|
|
|
133,906
|
|
|
5,364
|
|
|
4
|
%
|
|||
Depreciation
|
16,005
|
|
|
16,252
|
|
|
(247
|
)
|
|
(2
|
)%
|
|||
Amortization of intangible assets
|
84,574
|
|
|
119,463
|
|
|
(34,889
|
)
|
|
(29
|
)%
|
|||
Restructuring and asset impairment charges
|
6,484
|
|
|
8,568
|
|
|
(2,084
|
)
|
|
(24
|
)%
|
|||
Goodwill impairment
|
137,453
|
|
|
—
|
|
|
137,453
|
|
|
N/a
|
|
|||
Total costs and expenses
|
626,039
|
|
|
552,890
|
|
|
73,149
|
|
|
13
|
%
|
|||
Operating loss
|
(133,108
|
)
|
|
(25,484
|
)
|
|
(107,624
|
)
|
|
422
|
%
|
|||
Interest expense
|
(36,480
|
)
|
|
(36,241
|
)
|
|
(239
|
)
|
|
1
|
%
|
|||
Interest income and other, net
|
4,150
|
|
|
2,971
|
|
|
1,179
|
|
|
40
|
%
|
|||
(Loss) gain on interest rate swaps
|
(5,475
|
)
|
|
7,185
|
|
|
(12,660
|
)
|
|
(176
|
)%
|
|||
Loss on debt extinguishment
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|
N/a
|
|
|||
Loss from continuing operations before income taxes
|
(171,213
|
)
|
|
(51,569
|
)
|
|
(119,644
|
)
|
|
232
|
%
|
|||
Income tax expense
|
15,981
|
|
|
13,305
|
|
|
2,676
|
|
|
20
|
%
|
|||
Loss from continuing operations, net of tax
|
(187,194
|
)
|
|
(64,874
|
)
|
|
(122,320
|
)
|
|
189
|
%
|
|||
(Loss) Income from discontinued operations, net of tax
|
(379
|
)
|
|
3,738
|
|
|
(4,117
|
)
|
|
(110
|
)%
|
|||
Net loss
|
$
|
(187,573
|
)
|
|
$
|
(61,136
|
)
|
|
$
|
(126,437
|
)
|
|
207
|
%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
62,083
|
|
|
$
|
73,147
|
|
|
$
|
(11,064
|
)
|
|
(15
|
)%
|
Software and Services
|
19,771
|
|
|
19,851
|
|
|
(80
|
)
|
|
—
|
%
|
|||
Other
|
934
|
|
|
1,614
|
|
|
(680
|
)
|
|
(42
|
)%
|
|||
Product Revenues
|
82,788
|
|
|
94,612
|
|
|
(11,824
|
)
|
|
(12
|
)%
|
|||
Adjusted Operating Expenses
|
69,386
|
|
|
79,347
|
|
|
(9,961
|
)
|
|
(13
|
)%
|
|||
Adjusted EBITDA
|
$
|
13,402
|
|
|
$
|
15,265
|
|
|
$
|
(1,863
|
)
|
|
(12
|
)%
|
Adjusted EBITDA Margin
|
16.2
|
%
|
|
16.1
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Platform Solutions
|
$
|
198,851
|
|
|
$
|
241,295
|
|
|
$
|
(42,444
|
)
|
|
(18
|
)%
|
Software and Services
|
58,915
|
|
|
57,949
|
|
|
966
|
|
|
2
|
%
|
|||
Other
|
1,531
|
|
|
5,007
|
|
|
(3,476
|
)
|
|
(69
|
)%
|
|||
Product Revenues
|
259,297
|
|
|
304,251
|
|
|
(44,954
|
)
|
|
(15
|
)%
|
|||
Adjusted Operating Expenses
|
229,944
|
|
|
250,280
|
|
|
(20,336
|
)
|
|
(8
|
)%
|
|||
Adjusted EBITDA
|
$
|
29,353
|
|
|
$
|
53,971
|
|
|
$
|
(24,618
|
)
|
|
(46
|
)%
|
Adjusted EBITDA Margin
|
11.3
|
%
|
|
17.7
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
41,896
|
|
|
$
|
44,474
|
|
|
$
|
(2,578
|
)
|
|
(6
|
)%
|
CE Manufacturers
|
15,580
|
|
|
8,859
|
|
|
6,721
|
|
|
76
|
%
|
|||
New Media, International Pay TV Providers and Other
|
18,260
|
|
|
16,764
|
|
|
1,496
|
|
|
9
|
%
|
|||
Intellectual Property Licensing Revenues
|
75,736
|
|
|
70,097
|
|
|
5,639
|
|
|
8
|
%
|
|||
Adjusted Operating Expenses
|
25,659
|
|
|
23,461
|
|
|
2,198
|
|
|
9
|
%
|
|||
Adjusted EBITDA
|
$
|
50,077
|
|
|
$
|
46,636
|
|
|
$
|
3,441
|
|
|
7
|
%
|
Adjusted EBITDA Margin
|
66.1
|
%
|
|
66.5
|
%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
US Pay TV Providers
|
$
|
126,009
|
|
|
$
|
143,606
|
|
|
$
|
(17,597
|
)
|
|
(12
|
)%
|
CE Manufacturers
|
31,928
|
|
|
26,754
|
|
|
5,174
|
|
|
19
|
%
|
|||
New Media, International Pay TV Providers and Other
|
75,697
|
|
|
52,795
|
|
|
22,902
|
|
|
43
|
%
|
|||
Intellectual Property Licensing Revenues
|
233,634
|
|
|
223,155
|
|
|
10,479
|
|
|
5
|
%
|
|||
Adjusted Operating Expenses
|
68,825
|
|
|
73,790
|
|
|
(4,965
|
)
|
|
(7
|
)%
|
|||
Adjusted EBITDA
|
$
|
164,809
|
|
|
$
|
149,365
|
|
|
$
|
15,444
|
|
|
10
|
%
|
Adjusted EBITDA Margin
|
70.5
|
%
|
|
66.9
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
13,427
|
|
|
$
|
14,825
|
|
|
$
|
(1,398
|
)
|
|
(9
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Adjusted Operating Expenses
|
$
|
44,048
|
|
|
$
|
45,385
|
|
|
$
|
(1,337
|
)
|
|
(3
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change $
|
|
Change %
|
|||||||
Net cash provided by operating activities - Continuing operations
|
$
|
41,645
|
|
|
$
|
113,735
|
|
|
$
|
(72,090
|
)
|
|
(63
|
)%
|
Net cash provided by (used in) investing activities
|
73,986
|
|
|
(24,868
|
)
|
|
98,854
|
|
|
(398
|
)%
|
|||
Net cash used in financing activities
|
(132,976
|
)
|
|
(67,712
|
)
|
|
(65,264
|
)
|
|
96
|
%
|
|||
Net cash used in operating activities - Discontinued operations
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
N/a
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(134
|
)
|
|
(465
|
)
|
|
331
|
|
|
(71
|
)%
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(17,504
|
)
|
|
$
|
20,690
|
|
|
$
|
(38,194
|
)
|
|
(185
|
)%
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
$
|
295,000
|
|
|
$
|
289,284
|
|
|
$
|
345,000
|
|
|
$
|
326,640
|
|
2021 Convertible Notes
|
48
|
|
|
48
|
|
|
48
|
|
|
48
|
|
||||
Term Loan Facility B
|
621,912
|
|
|
619,899
|
|
|
668,500
|
|
|
665,449
|
|
||||
Total
|
$
|
916,960
|
|
|
$
|
909,231
|
|
|
$
|
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.
|
•
|
significant deterioration in general economic, industry or market conditions;
|
•
|
significant adverse development in cost factors;
|
•
|
significant deterioration in actual or expected financial performance or operating results;
|
•
|
significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments; and
|
•
|
significant sustained decrease in share price.
|
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 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000
|
|
||
August 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000
|
|
||
September 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 September 30, 2019, we withheld 0.3 million shares of common stock to satisfy $2.3 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**
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
+
|
*
|
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
|
November 7, 2019
|
|
David Shull
|
|
|
President and Chief Executive Officer
|
|
|
|
Principal Financial Officer:
|
|
|
Date:
|
By:
|
/s/ Peter C. Halt
|
November 7, 2019
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
|
|
Principal Accounting Officer:
|
|
|
Date:
|
By:
|
/s/ Wesley Gutierrez
|
November 7, 2019
|
|
Wesley Gutierrez
|
|
|
Chief Accounting Officer and Treasurer
|
|
|
Page
|
|
SECTION 1.
|
INTRODUCTION
|
1
|
|
SECTION 2.
|
ELIGIBILITY FOR BENEFITS
|
1
|
|
a.
|
Conditions for Eligibility
|
1
|
|
b.
|
Eligibility Exclusions
|
2
|
|
SECTION 3.
|
SEVERANCE BENEFIT
|
4
|
|
a.
|
General
|
4
|
|
b.
|
Severance Pay
|
4
|
|
c.
|
COBRA Continuation
|
5
|
|
d.
|
Outplacement Benefits
|
5
|
|
e.
|
Effect of Reemployment on Severance Pay: Repayment and Forfeiture
|
6
|
|
f.
|
Effect of Death on Severance Benefits
|
6
|
|
g.
|
Effect of Breaches on Severance Benefits
|
6
|
|
h.
|
Benefits Offsets; Anti-Duplication
|
7
|
|
i.
|
Golden Parachute Limitation
|
8
|
|
j.
|
No Duty to Mitigate
|
8
|
|
SECTION 4.
|
GENERAL INFORMATION
|
8
|
|
a.
|
Non-Alienation of Benefits
|
8
|
|
b.
|
Applicable Law and Venue
|
8
|
|
c.
|
Plan Sponsor and Plan Administrator
|
8
|
|
d.
|
Administrative Power and Responsibility
|
8
|
|
e.
|
Performance of Responsibilities
|
9
|
|
f.
|
Basis of Payments to and from the Plan
|
9
|
|
g.
|
Compliance with Code Section 409A
|
10
|
|
h.
|
Severability
|
11
|
|
i.
|
Plan Termination or Amendment
|
11
|
|
j.
|
No Right to Employment
|
11
|
|
SECTION 5.
|
CLAIM AND REVIEW PROCESS
|
11
|
|
a.
|
Applications for Benefits and Inquiries
|
11
|
|
b.
|
Denial of Claims
|
11
|
|
c.
|
Review Panel
|
12
|
|
d.
|
Request for Review
|
12
|
|
e.
|
Decision on Review
|
12
|
|
f.
|
Denial on Review
|
13
|
|
g.
|
Rules and Procedures
|
13
|
|
h.
|
Exhaustion of Remedies
|
13
|
|
SECTION 6.
|
STATEMENT OF ERISA RIGHTS
|
13
|
|
a.
|
Receive Information About Your Plan and Benefits
|
13
|
|
b.
|
Continue Group Health Plan Coverage
|
14
|
|
c.
|
Prudent Action by Plan Fiduciaries
|
14
|
|
d.
|
Enforce Your Rights
|
14
|
|
e.
|
Assistance with Your Questions
|
14
|
|
SECTION 7.
|
OTHER PLAN INFORMATION
|
15
|
|
|
|
|
SECTION 1.
|
INTRODUCTION
|
SECTION 2.
|
ELIGIBILITY FOR BENEFITS
|
a.
|
Conditions for Eligibility
|
i.
|
you are a regular, full-time employee of TiVo who is classified as an Executive Vice President (“EVP”) or Senior Vice President (“SVP”), as determined by the Company; and
|
ii.
|
you enter into a written agreement (the “Participation Notice”) signed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, General Counsel or Chief Administrative and Internal Operations Officer (or, in the event of a vacancy of such position or a change of title, the most senior position in the applicable department) or the specified delegate thereof, providing that you are eligible to participate in the Plan subject to the terms and conditions of the Participation Notice and this Plan; and
|
iii.
|
your current term of employment includes at least twelve (12) months of continuous employment at TiVo (or a predecessor thereof by corporate merger or stock acquisition); and
|
iv.
|
you have been actively at work with TiVo within the last twelve (12) months from your termination date; and
|
v.
|
you continue as a satisfactory employee until you are released by TiVo in accordance with its business needs; and
|
vi.
|
you abide by such other written terms and conditions as TiVo has established as a condition for participation in, or payment of benefits from, the Plan; and
|
vii.
|
you sign and deliver one or more agreement(s) to release claims that you may have against TiVo in a form provided by, and satisfactory to, the Company (individually, a “Release” and collectively, “Releases”) within the timeframe specified in the Release; and
|
viii.
|
you enter into an agreement, in a form approved by the Company, not to solicit any employee of TiVo during the twenty-four (24)-month period following your termination date, which agreement will be incorporated into the Release; and
|
ix.
|
you enter into a non-disparagement agreement, in a form approved by the Company, which agreement will be incorporated into the Release; and
|
x.
|
you are not in one of the excluded categories listed below.
|
b.
|
Eligibility Exclusions
|
i.
|
your employment terminates due to your death or disability (as determined under TiVo’s long-term disability program); or
|
ii.
|
your employment terminates for Cause, whereby solely for this purpose, “Cause” means: (i) conviction of any felony or any act of fraud, misappropriation or embezzlement that has an immediate and materially adverse effect on TiVo; (ii) engaging in a fraudulent act to the material damage or prejudice of TiVo, or engaging in conduct or activities materially damaging to the property, business or reputation of TiVo; (iii) failure to comply in any material respect with the terms of any applicable employment agreement or any written policies or directives of the Company which, if curable, has not been cured within ten (10) business days after written notice from the Company of such failure; (iv) any material act or material omission involving malfeasance or negligence in the performance of employment duties which has an immediate and materially adverse effect on TiVo and which, if curable, has not been cured within ten (10) business days after written notice from the Company; or (v) material breach of any other agreement with the Company, which, if curable, has not been cured within ten (10) business days after written notice from the Company of such breach. For the avoidance of doubt, if the Plan Administrator determines that a breach is incurable, then termination for Cause may be effected immediately. The determination by TiVo (as settlor) or, in the event that a claim is filed in accordance with the
|
iii.
|
you voluntarily terminate your employment with TiVo without Good Reason, whereby solely for this purpose, “Good Reason” means the occurrence of any of the following without your consent: (i) a material diminution in your base salary other than as part of a general reduction in base salary that affects substantially all similarly situated TiVo executives in similar proportions; or (ii) a relocation of your principal place of employment to a new worksite requiring an increase in one-way commute from your primary residence of more than thirty-five (35) miles; provided, however, that the occurrence of any of the foregoing will not be Good Reason unless, within thirty (30) days of the initial occurrence, you provide written notice to the Company of the occurrence of the event, the Company fails to remedy the condition within thirty (30) days following receipt of such notice, and you resign effective within thirty (30) days after expiration of the Company’s cure period; or
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iv.
|
you are not in the eligible classes of TiVo employees or otherwise do not meet the criteria for eligibility specified above; or
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v.
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you are offered a Comparable Position with an employer that is a successor to TiVo as a result of any divestiture of a subsidiary, division or business unit of TiVo for which you provided services immediately prior to the divestiture; for this purpose, you will be considered to have been offered a “Comparable Position” if the changes (if any) in terms and conditions of such position offered by the successor employer would not constitute Good Reason if such changes in terms and conditions had been unilaterally instituted by TiVo (including due to you failure to provide prompt notice of all deficiencies and reasonable opportunity to cure); or
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vi.
|
you do not sign the Release or you revoke or disclaim such Release within the time period specified by applicable law, or such Release becomes invalid for any reason; or
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vii.
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you fail to tender your resignation from each officer or director position held at the Company and/or its subsidiaries and affiliates upon a request of the Company made on or after your termination date has been established; or
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viii.
|
you fail to return all Company Property, whereby solely for this purpose, “Company Property” means all paper and electronic Company documents (and all copies thereof) you created and/or received during your period of
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SECTION 3.
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SEVERANCE BENEFIT
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a.
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General
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b.
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Severance Pay
|
Tier
|
Amount of Severance Pay
|
EVP
|
12 Months of Pay
|
SVP
|
6 Months of Pay
|
c.
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COBRA Continuation
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d.
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Outplacement Benefits
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e.
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Effect of Reemployment on Severance Pay: Repayment and Forfeiture
|
f.
|
Effect of Death on Severance Benefits
|
g.
|
Effect of Breaches on Severance Benefits
|
i.
|
you willfully breach a material provision of your Proprietary Information,
|
ii.
|
you fail to reasonably cooperate (including, but not limited to, meeting with the Company’s counsel to prepare for any discovery, mediation, arbitration, trial, administrative hearing or other proceeding or to act as a witness) with TiVo in the investigation, defense or prosecution of any claims or actions against or on behalf of TiVo at any time during the twelve (12)-month period after your termination from TiVo, except in the case of a third party proceeding in which you are a named party and have not yet entered into a joint defense agreement with TiVo and provided that TiVo must reimburse you for reasonable out-of-pocket expenses that you may incur in connection with any such cooperation (excluding foregone wages, salary, or other compensation); or
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iii.
|
you willfully breach the Release at any time.
|
h.
|
Benefits Offsets; Anti-Duplication
|
i.
|
Golden Parachute Limitation
|
j.
|
No Duty to Mitigate
|
SECTION 4.
|
GENERAL INFORMATION
|
a.
|
Non-Alienation of Benefits
|
b.
|
Applicable Law and Venue
|
c.
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Plan Sponsor and Plan Administrator
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d.
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Administrative Power and Responsibility
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e.
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Performance of Responsibilities
|
f.
|
Basis of Payments to and from the Plan
|
g.
|
Compliance with Code Section 409A
|
h.
|
Severability
|
i.
|
Plan Termination or Amendment
|
j.
|
No Right to Employment
|
SECTION 5.
|
CLAIM AND REVIEW PROCESS
|
a.
|
Applications for Benefits and Inquiries
|
b.
|
Denial of Claims
|
c.
|
Review Panel
|
d.
|
Request for Review
|
e.
|
Decision on Review
|
f.
|
Denial on Review
|
g.
|
Rules and Procedures
|
h.
|
Exhaustion of Remedies
|
SECTION 6.
|
STATEMENT OF ERISA RIGHTS
|
a.
|
Receive Information About Your Plan and Benefits
|
b.
|
Continue Group Health Plan Coverage
|
c.
|
Prudent Action by Plan Fiduciaries
|
d.
|
Enforce Your Rights
|
e.
|
Assistance with Your Questions
|
SECTION 7.
|
OTHER PLAN INFORMATION
|
Name of Plan:
|
TiVo Corporation Executive Severance Plan
|
Plan Sponsor:
|
TiVo Corporation
|
Employer Identification Number:
|
61-1793262
|
Plan Number:
|
505
|
Effective Date:
|
July 7, 2017
|
Plan Administrator:
|
TiVo Corporation 2160 Gold Street San Jose, CA 95002
|
Agent for Service of Legal Process:
|
Service of legal process may be made on the Plan or the Plan Administrator by serving the General Counsel c/o TiVo Corporation, 2160 Gold Street, San Jose, CA 95002
|
Plan Costs:
|
Paid entirely from the general assets of TiVo Corporation (or a successor thereto)
|
Type of Plan:
|
Employee welfare benefit plan
|
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 7, 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:
|
November 7, 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
|