Macrovision Solutions Corporation (NASDAQ: MVSN) announced today, on a
GAAP basis, first quarter 2009 revenues of $111.2 million, compared to
$30.3 million for the first quarter of 2008. First quarter 2009 GAAP net
loss was $41.5 million compared to net income of $5.0 million for the
first quarter of 2008. GAAP net loss for the first quarter 2009 included
losses of $36.2 million from discontinued operations and $20.3 million
of intangible asset amortization primarily related to the Gemstar
acquisition. Additionally, in conjunction with the disposition of the
Company’s media properties, the Company incurred a restructuring and
asset impairment charge of $8.4 million. GAAP diluted earnings per share
for the quarter was a loss of $0.41 compared to earnings per share of
$0.09 for the first quarter of 2008.
As management believes that including Gemstar’s operating results only
for the period since its acquisition on May 2, 2008 diminishes the
comparative value of results from the prior year, management believes it
is useful to measure the results on a non-GAAP Adjusted Pro Forma basis,
assuming the Gemstar acquisition was consummated on January 1, 2007. The
Adjusted Pro Forma results exclude Macrovision’s Software and Games
businesses, which were sold on April 1, 2008; the eMeta business, which
was sold on November 14, 2008; the TV Guide Magazine business, which was
sold on December 1, 2008; the TVG Network business, which was sold on
January 27, 2009; and the TV Guide Network and TV Guide Online
businesses, which were sold on February 28, 2009. On this basis, first
quarter 2009 Adjusted Pro Forma Revenues were $111.2 million, compared
to $103.7 million for the first quarter of 2008. First quarter 2009
Adjusted Pro Forma Earnings Per Share were $0.31, compared to $0.15 for
the first quarter of 2008. Adjusted Pro Forma Earnings Per Share are
calculated using Adjusted Pro Forma Income from Continuing Operations.
Adjusted Pro Forma Income from Continuing Operations is defined as pro
forma income from continuing operations, adding back non-cash items such
as equity-based compensation, amortization of intangibles, amortization
of debt issuance costs, non-cash interest expense recorded under FSP APB
14-1 and the reversals of discrete tax reserves; as well as items which
impact comparability that are required to be recorded under GAAP, but
that the Company believes are not indicative of its core operating
results such as transaction, transition and integration costs,
restructuring and asset impairment charges, insurance settlements and
gains or losses on sales of strategic investments. While depreciation
expense is a non-cash item, it is included in Adjusted Pro Forma Income
from Continuing Operations as a reasonable proxy for capital
expenditures. Reconciliations between pro forma revenues and Adjusted
Pro Forma Revenues and between pro forma operating income from
continuing operations and Adjusted Pro Forma Income from Continuing
Operations are provided in the tables below.
“I am pleased with our first quarter financial results and our ability
to execute another successful quarter despite the overall economic
slowdown. We grew Adjusted Pro Forma revenues 7% year over year in the
first quarter driven by growth in CE licensing, increases in the number
of digital television subscribers, and new licensees,” said Fred
Amoroso, President and CEO of Macrovision. “I’m encouraged by the
opportunity to increase customer penetration, as demonstrated by key
wins across the business, including recent international service
provider agreements, key wins for our emerging CE solutions, and added
traction in the entertainment space.”
“Given our strong first quarter results, we are raising and narrowing
our 2009 revenue estimates from a range of between $440 and $480 million
to a range of between $450 and $480 million.” added James Budge, Chief
Financial Officer. “Additionally, we are raising and narrowing our 2009
Adjusted Pro Forma earnings per share estimates from a range of between
$1.15 and $1.45 to a range of between $1.25 and $1.45.”
GAAP to Adjusted Pro Forma Reconciliation
Macrovision Solutions Corporation provides non-GAAP or Adjusted Pro
Forma information. References to Adjusted Pro Forma information are to
non-GAAP pro forma measures. The Company provides Adjusted Pro Forma
financial information to assist investors in assessing its current and
future operations in the way that its management evaluates those
operations. Adjusted Pro Forma Revenue, Adjusted Pro Forma Income from
Continuing Operations and Adjusted Pro Forma Earnings Per Share are
supplemental measures of the Company’s performance that are not required
by, and are not presented in accordance with GAAP. The Adjusted Pro
Forma information does not substitute for any performance measure
derived in accordance with GAAP, including, but not limited to, GAAP
basis pro forma information. Macrovision Solutions Corporation believes
that providing Adjusted Pro Forma financial information is useful to
investors. Adjusted Pro Forma financial information assumes the Gemstar
and other acquisitions, divestitures, and discontinued operations and
product lines were effective on January 1, 2007. Additionally, the TVG
Network, TV Guide Network and TV Guide Online businesses are assumed to
have been sold for aggregate proceeds of $275 million which is assumed
to have reduced the debt issued in conjunction with the acquisition of
Gemstar. Further, Adjusted Pro Forma Income from Continuing Operations
and Adjusted Pro Forma Earnings Per Share exclude the effect of non-cash
items and items which impact comparability that are required to be
recorded under GAAP, but that the Company believes are not indicative of
its core operating results, or that the Company expects to be incurred
over a limited period of time. While depreciation expense is a non-cash
item, it is included in Adjusted Pro Forma Income from Continuing
Operations as management considers it a proxy for capital expenditures.
As a result of the Gemstar acquisition, the Company’s management now
evaluates and makes operating decisions about its business operations
primarily based upon Adjusted Pro Forma Revenue, Adjusted Pro Forma
Income from Continuing Operations and Adjusted Pro Forma Earnings Per
Share. Management uses Adjusted Pro Forma Income from Continuing
Operations and Adjusted Pro Forma Earnings Per Share as measures as they
exclude amortization of intangibles, amortization of debt issuance
costs, non-cash interest expense recorded under FSP APB 14-1, the
reversals of discrete tax reserves, equity-based compensation,
transaction costs, transition and integration costs, restructuring and
asset impairment charges, insurance settlements and gains or losses on
sales of strategic investments; items management does not consider to be
“core costs” when making business decisions. Therefore, management
presents these Adjusted Pro Forma financial measures along with GAAP
measures. The income statement line items impacted in the adjustment
from GAAP to the Adjusted Pro Forma presentation in this earnings
release are cost of revenues; research and development; selling, general
and administration; amortization; restructuring and asset impairment
charges; interest expense; gain on sale of strategic investments and
income tax (benefit) expense.
For each such Adjusted Pro Forma financial measure, the adjustment
provides management with information about the Company’s underlying
operating performance that enables a more meaningful comparison of its
financial results in different reporting periods. For example, since
Macrovision Solutions Corporation does not acquire businesses on a
predictable cycle, management excludes amortization of intangibles from
acquisitions in order to make more consistent and meaningful evaluations
of the Company’s operating expenses. Management also excludes the effect
of restructuring and asset impairment charges, gains or losses on sales
of strategic investments and insurance settlements for the same reason.
Management excludes discontinued product lines as it believes this
exclusion is as meaningful for comparability purposes as excluding the
results from a business that meets the criteria to be classified as
discontinued operations on a GAAP basis. Management excludes the impact
of equity-based compensation to help it compare current period operating
expenses against the operating expenses for prior periods and to
eliminate the effects of this non-cash item, which, because it is based
upon estimates on the grant dates may bear little resemblance to the
actual values realized upon the future exercise, expiration, termination
or forfeiture of the stock-based compensation, and which, as it relates
to stock options and stock purchase plan shares, is required for GAAP
purposes to be estimated under valuation models, including the
Black-Scholes model used by Macrovision Solutions Corporation.
Management uses these Adjusted Pro Forma measures to help it make
budgeting decisions between those expenses that affect operating
expenses and operating margin (such as research and development and
sales, general and administrative expenses), and those expenses that
affect cost of revenue and gross margin. Further, Adjusted Pro Forma
financial information helps management track actual performance relative
to financial targets. Making Adjusted Pro Forma financial information
available to investors, in addition to GAAP financial information, may
also help investors compare the Company’s performance with the
performance of other companies in our industry, which may use similar
financial measures to supplement their GAAP financial information.
Management recognizes that the use of Adjusted Pro Forma measures has
limitations, including the fact that management must exercise judgment
in determining which types of charges should be excluded from the
Adjusted Pro Forma financial information. Because other companies,
including companies similar to Macrovision Solutions Corporation, may
calculate their non-GAAP financial measures differently than the Company
calculates its Adjusted Pro Forma measures, these Adjusted Pro Forma
measures may have limited usefulness in comparing companies. Management
believes, however, that providing this Adjusted Pro Forma financial
information, in addition to the GAAP financial information, facilitates
consistent comparison of the Company’s financial performance over time.
The Company has provided Adjusted Pro Forma financial information to the
investment community, not as an alternative, but as an important
supplement to GAAP financial information; to enable investors to
evaluate the Company’s core operating performance in the same way that
management does. Reconciliations between pro forma revenues and Adjusted
Pro Forma Revenues and between pro forma combined company operating
income from continuing operations and Adjusted Pro Forma Income from
Continuing Operations are provided in the tables below.
Dial-in Information
Macrovision Solutions Corporation will hold an investor conference call
at 4:30 p.m. Eastern time on May 6, 2009. Investors and analysts
interested in participating in the conference are welcome to call
877-941-0844 (or international +1 480-629-9645) and reference the
Macrovision call.
The conference call can also be accessed via live webcast at www.macrovision.com
on May 6, 2009 at 4:30 p.m. Eastern time. The on-demand audio webcast of
the earnings conference call will be made available as soon as
practicable after the live webcast ends.
A replay of the conference call will be available through May 8, 2009
and can be accessed by calling 800-406-7325 (or international +1
303-590-3030) and entering passcode 4069141#. A replay of the audio
webcast will be available on Macrovision’s website approximately 1-2
hours after the live webcast ends and will remain on Macrovision’s
website until our next quarterly earnings call.
About Macrovision Solutions Corporation
Macrovision Solutions Corporation is focused on powering the discovery
and enjoyment of digital entertainment by providing a broad set of
integrated solutions that are embedded in our customers’ products and
services and used by end consumers to simplify and guide their
interaction with digital entertainment. Macrovision's technologies are
deployed by companies in the entertainment, consumer electronics, cable
and satellite, and online distribution markets to solve
industry-specific challenges and bring greater value and a more robust
user experience to their customers. The result of deploying
Macrovision's solutions is a simple end user experience for discovering,
managing and enjoying digital content. Macrovision provides interactive
programming guides, connected middleware, media recognition, copy
protection and rich media, data and metadata on music, games, movies and
television programming. The company also operates an entertainment
portal which can be found at http://www.allmusic.com.
Macrovision holds over 4,000 issued or pending patents and patent
applications worldwide.
Macrovision is headquartered in Santa Clara, California, with numerous
offices across the United States and around the world including Japan,
Hong Kong, Luxembourg, and the United Kingdom. More information about
Macrovision can be found at www.macrovision.com.
©Macrovision 2009. Macrovision is a registered trademark of Macrovision
Solutions Corporation and its subsidiaries. All other brands and product
names and trademarks are the registered property of their respective
companies.
All statements contained herein, including the quotations attributed to
Mr. Amoroso and Mr. Budge, that are not statements of historical fact,
including statements that use the words “will,” “believes,”
“anticipates,” “estimates,” “expects,” “intends” or “looking to the
future” or similar words that describe the Company’s or its management’s
future plans, objectives, or goals, are “forward-looking statements” and
are made pursuant to the Safe-Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, the Company’s estimates of
future revenues and earnings, business strategies and future
opportunities for product, market or customer expansion.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results of
the Company to be materially different from the historical results
and/or from any future results or outcomes expressed or implied by such
forward-looking statements. Such factors included, among others, the
Company’s ability to successfully execute on its strategic plan and
customer demand for and industry acceptance of the Company’s
technologies and integrated solutions. Such factors are further
addressed in the Company's Annual Report on Form 10-K for the period
ended December 31, 2008 and such other documents as are filed with the
Securities and Exchange Commission from time to time (available at www.sec.gov).
The Company assumes no obligation, except as required by law, to update
any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
|
|
|
MACROVISION SOLUTIONS CORPORATION
|
|
GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
|
(UNAUDITED)
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Consumer Electronics Manufacturers
|
|
$
|
46,486
|
|
|
$
|
17,176
|
|
|
Service Providers
|
|
|
52,433
|
|
|
|
1,645
|
|
|
All Other
|
|
|
12,239
|
|
|
|
11,474
|
|
|
|
|
|
111,158
|
|
|
|
30,295
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
Cost of revenues
|
|
|
15,170
|
|
|
|
3,933
|
|
|
Research and development
|
|
|
23,024
|
|
|
|
5,073
|
|
|
Selling, general and administrative
|
|
|
32,131
|
|
|
|
14,668
|
|
|
Depreciation
|
|
|
4,549
|
|
|
|
804
|
|
|
Amortization
|
|
|
20,259
|
|
|
|
3,065
|
|
|
Restructuring and asset impairment charges
|
|
|
7,971
|
|
|
|
-
|
|
|
Total costs and expenses
|
|
|
103,104
|
|
|
|
27,543
|
|
|
|
|
|
|
|
|
Operating income from continuing operations
|
|
|
8,054
|
|
|
|
2,752
|
|
|
Interest expense
|
|
|
(17,578
|
)
|
|
|
(4,018
|
)
|
|
Interest income and other, net
|
|
|
1,455
|
|
|
|
5,606
|
|
|
Gain on sale of strategic investments
|
|
|
-
|
|
|
|
5,238
|
|
|
(Loss) income from continuing operations before income taxes
|
|
|
(8,069
|
)
|
|
|
9,578
|
|
|
Income tax (benefit) expense
|
|
|
(2,724
|
)
|
|
|
2,156
|
|
|
(Loss) income from continuing operations, net of tax
|
|
|
(5,345
|
)
|
|
|
7,422
|
|
|
Discontinued operations, net of tax
|
|
|
(36,170
|
)
|
|
|
(2,392
|
)
|
|
Net (loss) income
|
|
$
|
(41,515
|
)
|
|
$
|
5,030
|
|
|
|
|
|
|
|
|
Basic (loss) income per share:
|
|
|
|
|
|
Basic (loss) income per share from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
|
|
Basic loss per share from discontinued operations
|
|
$
|
(0.36
|
)
|
|
$
|
(0.04
|
)
|
|
Basic net (loss) income per share
|
|
$
|
(0.41
|
)
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
Shares used in computing basic net (loss) income per share
|
|
|
100,942
|
|
|
|
54,030
|
|
|
|
|
|
|
|
|
Diluted (loss) income per share:
|
|
|
|
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
|
|
Diluted loss per share from discontinued operations
|
|
$
|
(0.36
|
)
|
|
$
|
(0.04
|
)
|
|
Diluted net (loss) income per share
|
|
$
|
(0.41
|
)
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net (loss) income per share
|
|
|
100,942
|
|
|
|
54,078
|
|
|
|
|
MACROVISION SOLUTIONS CORPORATION
|
|
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(IN THOUSANDS)
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
218,546
|
|
$
|
199,188
|
|
Short-term investments
|
|
|
85,430
|
|
|
77,914
|
|
Trade accounts receivable, net
|
|
|
83,737
|
|
|
84,020
|
|
Deferred tax assets, net
|
|
|
26,805
|
|
|
29,537
|
|
Prepaid expenses and other current assets
|
|
|
13,492
|
|
|
12,053
|
|
Assets held for sale
|
|
|
-
|
|
|
329,522
|
|
Total current assets
|
|
|
428,010
|
|
|
732,234
|
|
|
|
|
|
|
|
Long-term marketable securities
|
|
|
80,500
|
|
|
84,955
|
|
Restricted cash
|
|
|
36,782
|
|
|
-
|
|
Property and equipment, net
|
|
|
38,777
|
|
|
45,352
|
|
Finite-lived intangible assets, net
|
|
|
874,789
|
|
|
895,071
|
|
Other assets
|
|
|
40,845
|
|
|
50,387
|
|
Goodwill
|
|
|
837,372
|
|
|
828,185
|
|
|
|
$
|
2,337,075
|
|
$
|
2,636,184
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,372
|
|
$
|
3,486
|
|
Accrued expenses
|
|
|
89,058
|
|
|
82,200
|
|
Taxes payable
|
|
|
28,365
|
|
|
8,996
|
|
Deferred revenue
|
|
|
13,799
|
|
|
14,376
|
|
Current portion of debt and capital lease obligations
|
|
|
342
|
|
|
5,842
|
|
Liabilities held for sale
|
|
|
-
|
|
|
56,021
|
|
Total current liabilities
|
|
|
134,936
|
|
|
170,921
|
|
|
|
|
|
|
|
Taxes payable, less current portion
|
|
|
73,990
|
|
|
73,009
|
|
Deferred tax liability, net
|
|
|
10,753
|
|
|
9,914
|
|
Long-term debt and capital lease obligations, less current portion
|
|
|
622,940
|
|
|
855,160
|
|
Deferred revenue, less current portion
|
|
|
4,484
|
|
|
4,909
|
|
Other non current liabilities
|
|
|
9,047
|
|
|
7,076
|
|
|
|
|
856,150
|
|
|
1,120,989
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
1,480,925
|
|
|
1,515,195
|
|
|
|
$
|
2,337,075
|
|
$
|
2,636,184
|
|
|
|
MACROVISION SOLUTIONS CORPORATION
|
|
ADJUSTED PRO FORMA RECONCILIATION
|
|
(IN THOUSANDS)
|
|
(UNAUDITED)
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
March 31, 2008
|
|
|
|
|
|
GAAP
|
|
|
|
Adjusted
|
|
GAAP
|
|
|
|
Adjusted
|
|
Revenues:
|
|
Pro Forma (8)
|
|
Adjustments
|
|
Pro Forma
|
|
Pro Forma
|
|
Adjustments
|
|
Pro Forma
|
|
Consumer Electronics Manufacturers (1)
|
|
$
|
46,486
|
|
|
$
|
-
|
|
|
$
|
46,486
|
|
|
$
|
42,228
|
|
|
|
|
$
|
42,228
|
|
|
Service Providers (1)
|
|
|
52,433
|
|
|
|
-
|
|
|
|
52,433
|
|
|
|
48,124
|
|
|
|
|
|
48,124
|
|
|
All Other
|
|
|
12,239
|
|
|
|
-
|
|
|
|
12,239
|
|
|
|
13,341
|
|
|
|
|
|
13,341
|
|
|
|
|
|
111,158
|
|
|
|
-
|
|
|
|
111,158
|
|
|
|
103,693
|
|
|
|
-
|
|
|
|
103,693
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (2)
|
|
|
15,170
|
|
|
|
(260
|
)
|
|
|
14,910
|
|
|
|
14,795
|
|
|
|
(157
|
)
|
|
|
14,638
|
|
|
Research and Development (3)
|
|
|
23,024
|
|
|
|
(1,029
|
)
|
|
|
21,995
|
|
|
|
19,706
|
|
|
|
(547
|
)
|
|
|
19,159
|
|
|
Selling, general and administrative (4)
|
|
|
32,131
|
|
|
|
(4,447
|
)
|
|
|
27,684
|
|
|
|
5,511
|
|
|
|
29,606
|
|
|
|
35,117
|
|
|
Depreciation (5)
|
|
|
4,549
|
|
|
|
-
|
|
|
|
4,549
|
|
|
|
4,794
|
|
|
|
-
|
|
|
|
4,794
|
|
|
Amortization
|
|
|
20,259
|
|
|
|
(20,259
|
)
|
|
|
-
|
|
|
|
20,404
|
|
|
|
(20,404
|
)
|
|
|
-
|
|
|
Restructuring and asset impairment charges
|
|
|
7,971
|
|
|
|
(7,971
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
Total costs and expenses
|
|
|
103,104
|
|
|
|
(33,966
|
)
|
|
|
69,138
|
|
|
|
65,210
|
|
|
|
8,498
|
|
|
|
73,708
|
|
|
Operating (loss) income
|
|
|
8,054
|
|
|
|
33,966
|
|
|
|
42,020
|
|
|
|
38,483
|
|
|
|
(8,498
|
)
|
|
|
29,985
|
|
|
Interest (expense) and other, net (6)
|
|
|
(10,620
|
)
|
|
|
3,619
|
|
|
|
(7,001
|
)
|
|
|
(10,490
|
)
|
|
|
3,479
|
|
|
|
(7,011
|
)
|
|
Gain on sale of strategic investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,238
|
|
|
|
(5,238
|
)
|
|
|
-
|
|
|
(Loss) income before taxes
|
|
|
(2,566
|
)
|
|
|
37,585
|
|
|
|
35,019
|
|
|
|
33,231
|
|
|
|
(10,257
|
)
|
|
|
22,974
|
|
|
Income tax expense (benefit) (7)
|
|
|
(873
|
)
|
|
|
4,725
|
|
|
|
3,852
|
|
|
|
11,080
|
|
|
|
(3,273
|
)
|
|
|
7,807
|
|
|
(Loss) income from continuing operations
|
|
$
|
(1,693
|
)
|
|
$
|
32,860
|
|
|
$
|
31,167
|
|
|
$
|
22,151
|
|
|
$
|
(6,984
|
)
|
|
$
|
15,167
|
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
(0.02
|
)
|
|
|
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
|
|
$
|
0.15
|
|
|
Share used in computing diluted (loss) income per share
|
|
|
100,942
|
|
|
|
|
|
101,018
|
|
|
|
102,742
|
|
|
|
|
|
102,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Service Provider revenue includes any revenue related to an
IPG deployed by a service provider in a subscriber household
regardless of whether the ultimate payment for that IPG comes from
the service provider or from a manufacturer of a set-top box. IPG
revenues for IPGs included in a set-top box deployed by a service
provider where payment was made by the set-top box manufacturer
were previously classified in Consumer Electronics Manufacturers.
Prior period amounts have been reclassified to conform to the
current period presentation.
|
|
(2) Adjustments include $0.2 million and $0.2 million for equity
based compensation and $0.1 million and $0.0 million for
transition and integration costs in Q109 and Q108, respectively.
|
|
(3) Adjustments include $0.9 million and $0.5 million for equity
based compensation and $0.1 million and $0.0 million for
transition and integration costs in Q109 and Q108, respectively.
|
|
(4) Adjustments to selling, general and administrative consist of
the following:
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Equity based compensation
|
|
|
|
$
|
(3,585
|
)
|
|
$
|
(2,221
|
)
|
|
|
|
|
|
|
|
Transaction costs
|
|
|
|
|
(329
|
)
|
|
|
(673
|
)
|
|
|
|
|
|
|
|
Transition and integration costs
|
|
|
|
|
(533
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
Insurance settlement
|
|
|
|
|
-
|
|
|
|
32,500
|
|
|
|
|
|
|
|
|
Total adjustment
|
|
|
|
$
|
(4,447
|
)
|
|
$
|
29,606
|
|
|
|
|
|
|
|
|
|
|
(5) While depreciation is a non-cash item, it is included in
Adjusted Pro Forma Income From Continuing Operations as management
considers it a proxy for capital expenditures.
|
|
(6) Adjustments eliminate non-cash interest expense such as
amortization of note issuance costs and the FSP APB 14-1 convertible
note discount.
|
|
(7) For 2009, utilization of net operating losses result in an
adjusted pro forma tax rate of 11%. For 2008, the adjustments result
in a 34% adjusted pro forma tax rate.
|
|
(8) GAAP Pro Forma information is necessary in 2009 to provide
comparative operating results. GAAP Pro Forma assumes $275 million
of net proceeds from the sale of the Media Properties reduced the
debt issued in conjunction with acquiring Gemstar. As such, GAAP
Pro Forma includes a $5.5 million reduction in interest expense
and a $1.8 million reduction in tax benefit.
|
|
|
|
MACROVISION SOLUTIONS CORPORATION
|
|
ADJUSTED PRO FORMA RECONCILIATION
|
|
(IN THOUSANDS)
|
|
(UNAUDITED)
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
|
June 30, 2008
|
|
September 30, 2008
|
|
|
|
|
|
GAAP
|
|
|
|
Adjusted
|
|
GAAP
|
|
|
|
Adjusted
|
|
Revenues:
|
|
Pro Forma
|
|
Adjustments
|
|
Pro Forma
|
|
Pro Forma
|
|
Adjustments
|
|
Pro Forma
|
|
Consumer Electronics Manufacturers (1)
|
|
$
|
39,906
|
|
|
$
|
-
|
|
|
$
|
39,906
|
|
|
$
|
47,699
|
|
|
|
|
$
|
47,699
|
|
|
Service Providers (1)
|
|
|
49,532
|
|
|
|
-
|
|
|
|
49,532
|
|
|
|
48,481
|
|
|
|
|
|
48,481
|
|
|
All Other
|
|
|
12,219
|
|
|
|
-
|
|
|
|
12,219
|
|
|
|
12,346
|
|
|
|
|
|
12,346
|
|
|
|
|
|
101,657
|
|
|
|
-
|
|
|
|
101,657
|
|
|
|
108,526
|
|
|
|
-
|
|
|
|
108,526
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (2)
|
|
|
14,912
|
|
|
|
(510
|
)
|
|
|
14,402
|
|
|
|
14,817
|
|
|
|
(467
|
)
|
|
|
14,350
|
|
|
Research and Development (3)
|
|
|
22,418
|
|
|
|
(846
|
)
|
|
|
21,572
|
|
|
|
20,748
|
|
|
|
(977
|
)
|
|
|
19,771
|
|
|
Selling, general and administrative (4)
|
|
|
38,928
|
|
|
|
(4,762
|
)
|
|
|
34,166
|
|
|
|
34,790
|
|
|
|
(6,033
|
)
|
|
|
28,757
|
|
|
Depreciation (5)
|
|
|
4,800
|
|
|
|
-
|
|
|
|
4,800
|
|
|
|
4,365
|
|
|
|
-
|
|
|
|
4,365
|
|
|
Amortization
|
|
|
20,813
|
|
|
|
(20,813
|
)
|
|
|
-
|
|
|
|
20,624
|
|
|
|
(20,624
|
)
|
|
|
-
|
|
|
Total costs and expenses
|
|
|
101,871
|
|
|
|
(26,931
|
)
|
|
|
74,940
|
|
|
|
95,344
|
|
|
|
(28,101
|
)
|
|
|
67,243
|
|
|
Operating (loss) income
|
|
|
(214
|
)
|
|
|
26,931
|
|
|
|
26,717
|
|
|
|
13,182
|
|
|
|
28,101
|
|
|
|
41,283
|
|
|
Interest (expense) and other, net (6)
|
|
|
(11,518
|
)
|
|
|
3,514
|
|
|
|
(8,004
|
)
|
|
|
(10,568
|
)
|
|
|
3,548
|
|
|
|
(7,020
|
)
|
|
(Loss) income before taxes
|
|
|
(11,732
|
)
|
|
|
30,445
|
|
|
|
18,713
|
|
|
|
2,614
|
|
|
|
31,649
|
|
|
|
34,263
|
|
|
Income tax expense (benefit) (7)
|
|
|
(9,405
|
)
|
|
|
13,761
|
|
|
|
4,356
|
|
|
|
(12,143
|
)
|
|
|
18,460
|
|
|
|
6,317
|
|
|
(Loss) income from continuing operations
|
|
$
|
(2,327
|
)
|
|
$
|
16,684
|
|
|
$
|
14,357
|
|
|
$
|
14,757
|
|
|
$
|
13,189
|
|
|
$
|
27,946
|
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
(0.02
|
)
|
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
|
|
$
|
0.27
|
|
|
Share used in computing diluted (loss) income per share
|
|
|
102,708
|
|
|
|
|
|
102,754
|
|
|
|
103,027
|
|
|
|
|
|
103,027
|
|
|
|
|
(1) Service Provider revenue includes any revenue related to an
IPG deployed by a service provider in a subscriber household
regardless of whether the ultimate payment for that IPG comes from
the service provider or from a manufacturer of a set-top box. IPG
revenues for IPGs included in a set-top box deployed by a service
provider where payment was made by the set-top box manufacturer
were previously classified in Consumer Electronics Manufacturers.
Prior period amounts have been reclassified to conform to the
current period presentation.
|
|
(2) Adjustments include $0.2 million and $0.0 million for equity
based compensation and $0.3 million and $0.5 million for
transition and integration costs in Q208 and Q308, respectively.
|
|
(3) Adjustments include $0.3 million and $0.4 million for equity
based compensation and $0.5 million and $0.6 million for
transition and integration costs in Q208 and Q308, respectively.
|
|
(4) Adjustments to selling, general and administrative consist of
the following:
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
September 30, 2008
|
|
|
|
|
|
|
|
Equity based compensation
|
|
|
|
$
|
(2,606
|
)
|
|
$
|
(3,907
|
)
|
|
|
|
|
|
|
|
Transaction costs
|
|
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
Transition and integration costs
|
|
|
|
|
(2,148
|
)
|
|
|
(2,126
|
)
|
|
|
|
|
|
|
|
Total adjustment
|
|
|
|
$
|
(4,762
|
)
|
|
$
|
(6,033
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) While depreciation is a non-cash item, it is included in
Adjusted Pro Forma Income From Continuing Operations as management
considers it a proxy for capital expenditures.
|
|
(6) Adjustments eliminate non-cash interest expense such as
amortization of note issuance costs and the FSP APB 14-1 convertible
note discount.
|
|
(7) Tax effect adjustments at 33% and eliminate discrete tax benefit
of $3.6 million and $7.9 million for Q208 and Q308, respectively.
|
|
|
|
MACROVISION SOLUTIONS CORPORATION
|
|
ADJUSTED PRO FORMA RECONCILIATION
|
|
(IN THOUSANDS)
|
|
(UNAUDITED)
|
|
|
|
|
|
Three Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
|
|
GAAP
|
|
|
|
Adjusted
|
|
Revenues:
|
|
Pro Forma
|
|
Adjustments
|
|
Pro Forma
|
|
Consumer Electronics Manufacturers (1)
|
|
$
|
53,495
|
|
|
$
|
-
|
|
|
$
|
53,495
|
|
|
Service Providers (1)
|
|
|
50,890
|
|
|
|
-
|
|
|
|
50,890
|
|
|
All Other
|
|
|
13,785
|
|
|
|
-
|
|
|
|
13,785
|
|
|
|
|
|
118,170
|
|
|
|
-
|
|
|
|
118,170
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
Cost of revenues (2)
|
|
|
13,233
|
|
|
|
(575
|
)
|
|
|
12,658
|
|
|
Research and Development (3)
|
|
|
24,941
|
|
|
|
(1,252
|
)
|
|
|
23,689
|
|
|
Selling, general and administrative (4)
|
|
|
34,585
|
|
|
|
(5,423
|
)
|
|
|
29,162
|
|
|
Depreciation (5)
|
|
|
5,010
|
|
|
|
-
|
|
|
|
5,010
|
|
|
Amortization
|
|
|
20,417
|
|
|
|
(20,417
|
)
|
|
|
-
|
|
|
Total costs and expenses
|
|
|
98,186
|
|
|
|
(27,667
|
)
|
|
|
70,519
|
|
|
Operating (loss) income
|
|
|
19,984
|
|
|
|
27,667
|
|
|
|
47,651
|
|
|
Interest (expense) and other, net (6)
|
|
|
(11,751
|
)
|
|
|
3,583
|
|
|
|
(8,168
|
)
|
|
Gain on sale of strategic investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(Loss) income before taxes
|
|
|
8,233
|
|
|
|
31,250
|
|
|
|
39,483
|
|
|
Income tax expense (benefit) (7)
|
|
|
(3,780
|
)
|
|
|
10,431
|
|
|
|
6,651
|
|
|
(Loss) income from continuing operations
|
|
$
|
12,013
|
|
|
$
|
20,819
|
|
|
$
|
32,832
|
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
0.12
|
|
|
|
|
$
|
0.32
|
|
|
Share used in computing diluted (loss) income per share
|
|
|
101,829
|
|
|
|
|
|
101,829
|
|
|
|
|
(1) Service Provider revenue includes any revenue related to an
IPG deployed by a service provider in a subscriber household
regardless of whether the ultimate payment for that IPG comes from
the service provider or from a manufacturer of a set-top box. IPG
revenues for IPGs included in a set-top box deployed by a service
provider where payment was made by the set-top box manufacturer
were previously classified in Consumer Electronics Manufacturers.
Prior period amounts have been reclassified to conform to the
current period presentation.
|
|
(2) Adjustments include $0.2 million for equity based compensation
and $0.4 million for transition and integration costs.
|
|
(3) Adjustments include $1.0 million for equity based compensation
and $0.3 million for transition and integration costs.
|
|
(4) Adjustments to selling, general and administrative consist of
the following:
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Equity based compensation
|
|
|
|
$
|
(3,101
|
)
|
|
|
|
Transition and integration costs
|
|
|
|
|
(2,322
|
)
|
|
|
|
Total adjustment
|
|
|
|
$
|
(5,423
|
)
|
|
|
|
|
|
(5) While depreciation is a non-cash item it is included in
Adjusted Pro Forma Income From Continuing Operations as management
considers it a proxy for capital expenditures.
|
|
(6) Adjustments eliminate non-cash interest expense such as
amortization of note issuance costs and the FSP APB 14-1
convertible note discount.
|
|
(7) Tax effect adjustments at 33%.
|

Macrovision Solutions Corporation
Investor Contacts:
James
Budge, +1-408-562-8400
Lauren Landfield, +1-408-562-8400