Macrovision Solutions Corporation (NASDAQ:MVSN) announced at its
Investor Day today that it expects to generate Revenue of between $460
and $500 million and Adjusted Pro Forma earnings per share (EPS) of
$1.25 to $1.55 in 2009. In addition to the assumptions provided below
regarding Adjusted Pro Forma information, Macrovision Solutions
Corporation encourages investors to review a copy of the investor
presentation from today’s Investor Day, which
can be found on Macrovision Solutions Corporation’s
investor relations website.
Adjusted Pro Forma estimates exclude the results of the TV Guide
Magazine, TV Guide Network, TVG Network and eMeta businesses, all of
which are classified as discontinued operations. These discontinued
operations are assumed to have been sold prior to 2009 for aggregate
proceeds of $350 million. The Company estimates aggregate proceeds from
the disposition of these businesses to exceed $350. The $350 million in
assumed proceeds from the sale of the businesses classified as
discontinued operations is assumed to reduce the debt issued in
conjunction with the acquisition of Gemstar. Adjusted Pro Forma EPS is
calculated using Adjusted Pro Forma Income from Continuing Operations.
Adjusted Pro Forma Income from Continuing Operations is defined as
operating income from continuing operations adding back non-cash items
other then depreciation 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. Excluded non-cash items
include equity-based compensation, amortization and non-cash interest
expense such as the amortization of debt issuance costs and non-cash tax
expenses and benefits related to the creation and release of discrete
tax reserves. Excluded items which impact comparability, but that the
Company believes are not indicative of its core operating results,
include such costs as transaction, transition and integration costs,
restructuring and asset impairment charges. Macrovision Solutions
Corporation has assumed no increase or decrease in shares outstanding in
calculating Adjusted Pro Forma EPS.
GAAP to Adjusted Pro Forma Information
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 EPS 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 estimates exclude the results of
the TV Guide Magazine, TV Guide Network, TVG Network and eMeta
businesses, all of which are classified as discontinued operations.
These discontinued operations are assumed to have been sold prior to
2009 for aggregate proceeds of $350 million. Macrovision estimates
aggregate proceeds from the disposition to exceed $350 million. The $350
million in assumed proceeds from the sale of the businesses classified
as discontinued operations is assumed to reduce the debt issued in
conjunction with the acquisition of Gemstar. Further, Adjusted Pro Forma
EPS excludes the effect of non-cash items other than depreciation 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 incur over a
limited period of time. Excluded non-cash items include equity-based
compensation, amortization and non-cash interest expense such as the
amortization of debt issuance costs and non-cash tax expenses and
benefits related to the creation and release of discrete tax reserves.
Excluded items which impact comparability, but that the Company believes
are not indicative of its core operating results, include such costs as
transaction, transition and integration costs, restructuring and asset
impairment charges. Macrovision Solutions Corporation has assumed no
increase or decrease in shares outstanding in calculating Adjusted Pro
Forma EPS.
Management uses Adjusted Pro Forma information as a measure as it
excludes items management does not consider to be "core
costs” when making business decisions. 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, asset impairment charges, gains or losses on sales of
strategic investments, insurance settlements and accrual reversals
related to a former Gemstar CEO 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, sales
and marketing, and 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.
About Macrovision Solutions Corporation
Macrovision Solutions Corporation is focused on providing a simple
digital home entertainment experience by delivering solutions to
businesses to protect, enhance and distribute digital goods to consumers
across multiple channels. Macrovision Solutions Corporation’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 Solutions Corporation’s solutions
is a simple end user experience for discovering, acquiring, managing and
enjoying digital content. Today, Macrovision Solutions Corporation
provides connected middleware, metadata on music, games, movies and
television programming, media recognition, interactive programming
guides, and copy protection. The Company also operates an entertainment
portal which can be found at http://www.allmusic.com.
Macrovision Solutions Corporation holds over 4,000 issued or pending
patents and patent applications worldwide. Macrovision Solutions
Corporation is headquartered in Santa Clara, California, with numerous
offices across the United States and around the world including Canada,
Japan, Hong Kong, Luxembourg, and the United Kingdom. More information
about Macrovision Solutions Corporation can be found at http://www.macrovision.com/.
©Macrovision 2008. 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, closings of the sale
transaction and statements regarding the financial impact of, expected
synergies and expected cost savings from, the transactions described
herein.
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 integrate
the merged businesses and technologies, the Company’s
ability to realize the anticipated synergies and cost savings, the
Company’s ability to execute on its plans to
rationalize head count, eliminate corporate marketing initiatives and
duplicate public company expenses, and consolidate IT and facilities
expenditures, failure to close the sale transaction, and customer demand
for the technologies and integrated offerings. Such factors are further
addressed in the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 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.