Rovi Corporation Reports First Quarter 2013 Financial Performance

Rovi Corporation Reports First Quarter 2013 Financial Performance

Key IP Licensing Settlements and Customer Renewals Executed During the Quarter

SANTA CLARA, Calif., May 1, 2013 (GLOBE NEWSWIRE) -- Rovi Corporation
(Nasdaq:ROVI) today reported financial results for the first quarter ended
March 31, 2013. All 2012 and 2013 results presented in this release have been
adjusted to reflect the reclassification of the Rovi Entertainment Store
business, which the Company has put up for sale, as discontinued operations.

The Company reported first quarter revenue of $154.7 million, compared to
$171.7 million in the first quarter of 2012. First quarter 2013 GAAP Income
from continuing operations, net of tax, was $0.0 million, compared to a GAAP
Income from continuing operations, net of tax, of $12.5 million for the first
quarter of 2012. After taking into consideration discontinued operations, the
Company reported a GAAP net loss of $25.7 million, compared to a GAAP net loss
of $4.6 million for the first quarter of 2012. On a non-GAAP basis, first
quarter Adjusted Pro Forma Income was $44.9 million, compared to $68.7 million
in the first quarter of 2012, and first quarter Adjusted Pro Forma Income Per
Common Share was $0.45, compared to $0.63 in the first quarter of 2012. The
year-over-year declines were primarily attributable to expected revenue
declines within the Company's consumer electronics video delivery and display
sales vertical.

Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share are
defined below in the section entitled Non-GAAP or Adjusted Pro Forma
Information. Reconciliations between GAAP pro forma and Adjusted Pro Forma
results from operations are provided in the tables below.

"We demonstrated strong execution in the first quarter and made significant
progress against our strategic initiatives, as we announced key new customers
and renewals and extended our technology footprint further into mobile and
over-the-top delivery ecosystems," said Tom Carson, President and CEO of Rovi.
"We entered into several key IP licensing arrangements this quarter, which we
believe affirms the continuing importance of Rovi's IP in the evolving digital
entertainment landscape and positions the Company well for future growth."

During the quarter, the Company repurchased 2.2 million shares of its stock
for $42.1 million, and since March 31, 2013, the Company has repurchased
approximately 800,000 additional shares of its stock for approximately $17.1
million.

Business Outlook

Rovi continues to anticipate fiscal year 2013 revenue of between $630 million
and $660 million, and is increasing its expectations for fiscal year 2013
Adjusted Pro Forma Income Per Common Share from $1.90 - $2.20 to $1.95 -$2.25.

Conference Call Information

Rovi management will host a conference call today, May 1, 2013, at 2:00 p.m.
PT / 5:00 p.m. ET to discuss the financial results. Investors and analysts
interested in participating in the conference are welcome to call
1-800-762-8779 (or international +1-480-629-9645) and reference the Rovi call.
The conference call can also be accessed via live webcast in the Investor
Relations section of Rovi's website at http://www.rovicorp.com/.

A telephonic replay of the conference call will be available through May 3,
2013 and can be accessed by calling 1-800-406-7325 (or international
+1-303-590-3030) and entering access code 4612637#. A replay of the audio
webcast will be available on Rovi Corporation's website approximately 1-2
hours after the live webcast ends and will remain on Rovi Corporation's
website until its next quarterly earnings call.

Non-GAAP or Adjusted Pro Forma Information

Rovi Corporation provides non-GAAP Adjusted Pro Forma information. References
to Adjusted Pro Forma information are references to non-GAAP pro forma
measures. The Company provides Adjusted Pro Forma information to assist
investors in assessing its current and future operations in the way that its
management evaluates those operations. Adjusted Pro Forma Income and Adjusted
Pro Forma Income Per Common Share are supplemental measures of the Company's
performance that are not required by, and are not presented in accordance with
GAAP. Adjusted Pro Forma information is not a substitute for any performance
measure derived in accordance with GAAP, including, but not limited to, GAAP
pro forma information prepared in accordance with ASC 805, Business
Combinations.

Adjusted Pro Forma Income is defined as GAAP pro forma income (loss) from
continuing operations, net of tax, adding back non-cash items such as
equity-based compensation, amortization of intangibles, amortization or
write-off of note issuance costs, non-cash interest expense recorded on
convertible debt under Accounting Standards Codification ("ASC") 470-20
(formerly known as FSP APB 14-1), mark-to-market fair value adjustments for
interest rate swaps, caps and foreign currency collars and the reversals of
discrete tax items including 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, payments to note holders and for expenses in connection
with the early redemption or modification of debt and gains on sale of
strategic investments. While depreciation expense is a non-cash item, it is
included in Adjusted Pro Forma Income as a reasonable proxy for capital
expenditures.

Adjusted Pro Forma Income Per Common Share is calculated using Adjusted Pro
Forma Income.

The Company's management has evaluated and made operating decisions about its
business operations primarily based upon Adjusted Pro Forma Income and
Adjusted Pro Forma Income Per Common Share. Management uses Adjusted Pro Forma
Income and Adjusted Pro Forma Income Per Common Share as measures as they
exclude items management does not consider to be "core costs" or "core
proceeds" when making business decisions. Therefore, management presents these
Adjusted Pro Forma financial measures along with GAAP measures. 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 Rovi Corporation does not acquire businesses on a
predictable cycle, management excludes amortization of intangibles from
acquisitions, transaction costs and transition and integration costs 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, expenses in connection with the early redemption or
modification of debt and gains on sale of strategic investments. 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 equity-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
Rovi Corporation. Management excludes non-cash interest expense recorded on
convertible debt under ASC 470-20, mark-to-market fair value adjustments for
interest rate swaps, caps, foreign currency collars, and the reversals of
discrete tax items including reserves as they are non-cash items and not
considered "core costs" or meaningful when management evaluates the Company's
operating expenses. Management reclassifies the current period benefit or cost
of the interest rate swaps from gain or loss on interest rate swaps and caps,
net to interest expense in order for interest expense to reflect the swap
rates, as these instruments were entered into to control the interest rate the
Company effectively pays on its convertible debt.

Management is using these Adjusted Pro Forma measures to help it make
budgeting decisions, including decisions that affect operating expenses and
operating 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 Rovi Corporation, may calculate their non-GAAP financial measures
differently than the Company calculates its Adjusted Pro Forma measures, these
Non-GAAP measures may have limited usefulness in comparing companies.
Management believes, however, that providing Adjusted Pro Forma financial
information, in addition to GAAP financial information, facilitates consistent
comparison of the Company's financial performance over time. The Company
provides 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
historical pro forma and Adjusted Pro Forma results of operations are provided
in the tables below.

About Rovi Corporation

Rovi powers the discovery, delivery, display and monetization of digital
entertainment. With innovative technology solutions for consumer electronics
manufacturers, service providers, content producers, advertisers, retailers
and websites, Rovi connects people and the entertainment they love. The
company holds over 5,000 issued or pending patents worldwide and is
headquartered in Santa Clara, California. More information about Rovi can be
found at rovicorp.com.

Forward Looking Statements

All statements contained herein, including the quotations attributed to Mr.
Carson, that are not statements of historical fact, including statements that
use the words "will," "believes," "anticipates," "estimates," "expects,"
"intends" 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 revenues and earnings for the
2013 fiscal year, business strategies, and possible sale of its Rovi
Entertainment Store business.

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 include, 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, and the Company's
completion of a sale transaction involving the Rovi Entertainment Store
business. Such factors are further addressed in the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 2013 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.

Rovi Q1 2013 Business and Operating Highlights:

Discovery:

  *Approximately 168 million worldwide subscribers; 120 million excluding
    pre-paid licensees

IP Licensing:

  *Entered into multi-year IP license agreement across all products with LG
    Electronics
  *Entered into a new license agreement with Hulu, resolving all outstanding
    litigation

Guide Products:

  *First commercial launch of TotalGuide xD including remote record
    capability with Cogeco Cable
  *Renewed 33 North American cable operators

Advertising:

  *Launched new advertising campaigns with a major fast food chain, a large
    airline, a top brewing company and a leading personal care consumer brand
  *Acquired IntegralReach and its predictive television analytics platform
    that enables broadcast networks, cable service providers, and others in
    the television distribution industry to analyze massive amounts of
    click-stream viewership information and other data to optimize ad
    placements and promotions
  *Signed an agreement with a leading North American service provider for
    custom analytics reports

Video Delivery and Display:

DivX:

  *Renewed LG Electronics relationship and expanded agreement to license DivX
    Plus Streaming for mobile devices
  *Expanded Samsung smart television and Blu-ray device license to include
    DivX Plus Streaming
  *Expanded DivX relationship with Hubee (France) and Maxx-XS BV
    (Netherlands) to include DivX Plus Streaming
  *More than 50 companies have signed up for and received pre-release copies
    of the MainConcept HEVC SDK for their internal testing
  *90 million additional DivX deployments

Other:

Data:

  *Announced agreement with a leader in social media to enable more robust
    digital media user experiences
  *Expanded geographical coverage for one of the largest CE manufacturers

                                                                   
ROVI CORPORATION
GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
                                                                   
                                                         Three Months Ended
                                                         March 31,
                                                         2013       2012
Revenues                                                  $ 154,730  $ 171,727
Costs and expenses:                                                 
Cost of revenues                                          30,748     25,152
Research and development                                  35,824     40,165
Selling, general and administrative                       41,756     40,476
Depreciation                                              4,464      5,000
Amortization of intangible assets                         25,035     25,635
Restructuring and asset impairment charges                637        1,372
Total costs and expenses                                  138,464    137,800
Operating income from continuing operations               16,266     33,927
Interest expense                                          (16,161)   (12,148)
Interest income and other, net                            629        1,610
Debt modification expense                                 (304)      (4,464)
Loss on interest rate swaps and caps, net                 (1,044)    (104)
Loss on debt redemption                                   —          (1,758)
(Loss) income from continuing operations before income    (614)      17,063
taxes
Income tax (benefit) expense                              (616)      4,543
Income from continuing operations, net of tax             2          12,520
Discontinued operations, net of tax                       (25,735)   (17,129)
Net loss                                                  $ (25,733) $ (4,609)
Basic earnings per share:                                           
Basic income per share from continuing operations         $ —        $ 0.12
Basic loss per share from discontinued operations         (0.26)     (0.16)
Basic net loss per share                                  $ (0.26)   $ (0.04)
Shares used in computing basic net earnings per share     100,565    107,532
Diluted earnings per share:                                         
Diluted income per share from continuing operations       $ —        $ 0.12
Diluted loss per share from discontinued operations       (0.26)     (0.16)
Diluted net loss per share                                $ (0.26)   $ (0.04)
Shares used in computing diluted net earnings per share   100,877    108,269
                                                                   

See notes to the GAAP Consolidated Financial Statements in our Form 10-Q.

                                                        
ROVI CORPORATION
GAAP CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
                                                        
                                          March31, 2013 December31,
                                                          2012
ASSETS                                                   
Current assets:                                          
Cash and cash equivalents                  $ 280,380      $ 285,352
Short-term investments                     457,387        577,988
Trade accounts receivable, net             99,821         106,018
Taxes receivable                           13,787         9,237
Deferred tax assets, net                   20,377         20,373
Prepaid expenses and other current assets  28,664         26,786
Assets held for sale                       57,950         76,852
Total current assets                       958,366        1,102,606
Long-term marketable investment securities 119,764        104,893
Property and equipment, net                31,352         32,791
Finite-lived intangible assets, net        667,320        689,494
Other assets                               27,860         23,862
Goodwill                                   1,348,641      1,341,035
Total assets                               $ 3,153,303    $ 3,294,681
                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                     
Current liabilities:                                     
Accounts payable and accrued expenses      $ 94,379       $ 94,830
Deferred revenue                           14,550         16,152
Current portion of long-term debt          28,606         106,407
Liabilities held for sale                  10,826         11,053
Total current liabilities                  148,361        228,442
Taxes payable, less current portion        50,925         50,800
Long-term debt, less current portion       1,348,694      1,373,818
Deferred revenue, less current portion     3,241          3,921
Long-term deferred tax liabilities, net    43,058         41,596
Other non current liabilities              16,340         8,683
Total liabilities                          1,610,619      1,707,260
Stockholders' equity:                                    
Common stock                               128            125
Treasury stock                             (676,677)      (634,571)
Additional paid-in capital                 2,221,717      2,196,567
Accumulated other comprehensive loss       (3,426)        (1,375)
Retained earnings                          942            26,675
Total stockholders' equity                 1,542,684      1,587,421
Total liabilities and stockholders' equity $ 3,153,303    $ 3,294,681
                                                        

See notes to the GAAP Consolidated Financial Statements in our Form 10-Q.

                                                                
ROVI CORPORATION                                                  
ADJUSTED PRO FORMA                                                
RECONCILIATION
(IN THOUSANDS, EXCEPT PER                                         
SHARE AMOUNTS)
(UNAUDITED)                                                       
                                                                
                Three Months Ended              Three Months Ended
                March31, 2013                  March31, 2012
                GAAP                 Adjusted  GAAP                Adjusted
                 Pro Forma                       Pro                  Pro
                (1)       Adjustments Pro Forma Forma    Adjustments Forma
                                                 (1)
Revenues:                                                        
Service          $ 79,774  $ —         $ 79,774  $ 79,354 $ —         $ 79,354
providers
CE discovery and 38,466    —           38,466    38,199   —           38,199
advertising
CE video
delivery and     21,020    —           21,020    37,470   —           37,470
display
Other            15,470    —           15,470    16,704   —           16,704
Total revenues   154,730   —           154,730   171,727  —           171,727
Costs and                                                        
expenses:
Cost of revenues 30,748    (1,385)     29,363    25,152   (1,215)     23,937
(2)
Research and     35,824    (6,561)     29,263    40,165   (6,252)     33,913
development (3)
Selling, general
and              41,756    (9,053)     32,703    40,476   (9,768)     30,708
administrative
(4)
Depreciation (5) 4,464     —           4,464     5,000    —           5,000
Amortization of
intangible       25,035    (25,035)    —         25,635   (25,635)    —
assets
Restructuring
and asset        637       (637)       —         1,372    (1,372)     —
impairment
charges
Total costs and  138,464   (42,671)    95,793    137,800  (44,242)    93,558
expenses
Operating income
from continuing  16,266    42,671      58,937    33,927   44,242      78,169
operations
Interest expense (16,161)  5,984       (10,177)  (12,148) 6,189       (5,959)
(6)
Interest income  629       —           629       1,610    —           1,610
and other, net
Debt
modification     (304)     304                  (4,464   4,464       
expense
Loss on interest
rate swaps and   (1,044)   1,044       —         (104)    104         —
caps, net (7)
Loss on debt     —         —           —         (1,758)  1,758       —
redemption
(Loss) income
from continuing
operations       (614)     50,003      49,389    17,063   56,757      73,820
before income
taxes
Income tax
(benefit)        (616)     5,061       4,445     4,543    624         5,167
expense (8)
Income from
continuing       $ 2       $ 44,942    $ 44,944  $ 12,520 $ 56,133    $ 68,653
operations, net
of tax
Diluted income
per share from   $ —                  $ 0.45    $ 0.12              $ 0.63
continuing
operations
Shares used in
computing
diluted net      100,877              100,877   108,269             108,269
earnings per
share
                                                                
(1) GAAP Pro Forma financial information is the same as our GAAP results; no
adjustments have been made to the GAAP results since they are comparative with
prior quarter's pro forma results.
(2) Adjustments to cost of revenues consist of the following:
                         March31,   March31,                    
                           2013        2012
Equity based              $ (1,090)   $ (1,215)                    
compensation
Transition and
integration               (295)       —                            
costs
Total adjustment          $ (1,385)   $ (1,215)                    
(3) Adjustments to
research and development                                          
consist of the following:
                         March31,   March31,                    
                           2013        2012
Equity based              $ (5,785)   $ (6,252)                    
compensation
Transition and
integration               (776)       —                            
costs
Total adjustment          $ (6,561)   $ (6,252)                    
(4) Adjustments to
selling, general and                                              
administrative consist of
the following:
                         March31,   March31,                    
                           2013        2012
Equity based              $ (8,642)   $ (9,768)                    
compensation
Transition and
integration               (411)       —                            
costs
Total adjustment          $ (9,053)   $ (9,768)                    
(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 convertible note discount recorded under ASC
470-20 (formerly known as FSP APB 14-1) and reclass to include the impact of
interest rate swaps on interest expense.
(7) Adjustment eliminates non-cash mark-to-market gain or loss related to
interest rate swaps and caps and reclassifies the current period benefit from
the interest rate swap to interest expense.
(8) Adjusts tax expense to the adjusted pro forma cash tax rate.
                                                                

CONTACT: Investor Contacts
        
         Peter Halt
         Rovi Corporation
         +1 (818) 295-6800
        
         Lori Barker
         Rovi Corporation
         +1 (408) 764-5309

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