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Macrovision Solutions Corporation Reports Second Quarter Financial Performance

Company Release - 8/7/2008 4:05 PM ET

SANTA CLARA, Calif.--(BUSINESS WIRE)--

Macrovision Solutions Corporation (NASDAQ:MVSN) announced today second quarter 2008 revenues of $103.6 million, compared to $23.4 million for the second quarter of 2007. Second quarter 2008 net income was $85.9 million compared to net income of $2.5 million for the second quarter of 2007. Diluted earnings per share for the quarter were $1.00, compared to $0.05 for the second quarter of 2007. The Company's results for the second quarter of 2008 include the results of Gemstar-TV Guide International, Inc. ("Gemstar") from May 2, 2008, the day the Company completed the acquisition of Gemstar, to the end of the quarter.

As management believes that the inclusion of Gemstar's operating results only in the periods since its acquisition diminish the comparative value of results from the prior year, management believes it is useful to measure the results on an Adjusted Pro Forma combined company basis, assuming the Gemstar acquisition was consummated January 1, 2007. The Adjusted Pro Forma combined company results also exclude Macrovision's recently sold Software and Games businesses, discontinued Hawkeye product line, and the results of TV Guide Magazine and the eMeta businesses, both of which are classified as discontinued operations. Second quarter 2008 Adjusted Pro Forma Revenues were $148.6 million, compared to $133.9 million for the second quarter of 2007. Technology Solutions segment Adjusted Pro Forma Revenues for the second quarter 2008 were $105.9 million compared to $87.2 million for the second quarter of 2007. Driving this growth was an increase of 38% and 15% for service provider and consumer electronics-related pro forma revenues, respectively. Second quarter 2008 Adjusted Pro Forma EBITDA was $39.2 million. Adjusted Pro Forma EBITDA is defined as Adjusted Pro Forma operating income, adding back non-cash items such as equity-based compensation, depreciation and amortization and items which impact comparability such as transaction, transition and integration costs, and insurance settlements. 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 EBITDA are provided in the tables below.

The pro forma combined company results do not reflect a full quarter's impact of anticipated synergies. By January 1, 2009, the Company expects to have realized annualized cost savings in excess of $50 million from the pro forma combined company by rationalizing head count, eliminating corporate marketing initiatives that do not fit within the Company's plans going forward, eliminating duplicate public company and IT expenses, consolidating facilities and capturing other cost efficiencies. During the two months ended June 30, 2008, the Company took expense reduction actions that will lead to approximately $37 million in savings on an annualized basis.

"I am pleased with our second quarter financial results, especially the performance in our core market segments - consumer electronic and service provider technology solutions," said Fred Amoroso, President and CEO of Macrovision. "Integration is going smoothly as a result of solid planning and execution, the strategic drivers of the Gemstar acquisition remain compelling and our pipeline for design wins and licensing opportunities are promising."

"It is not surprising, given the widely publicized downturn in advertising markets, that our non-strategic Media Networks segment is performing below our original expectations. Additionally, we determined that our eMeta business is not core to our technology solutions strategy and have now classified it in discontinued operations," added James Budge, Chief Financial Officer. "When considering the strength in the core Technology Solutions market segments - consumer electronic and service provider, offset by weakness in Media Networks and the elimination of eMeta from continuing operations, our current 2008 Adjusted Pro Forma Revenue expectations range between $600 million and $650 million and our current Adjusted Pro Forma EBITDA expectations range between $210 million and $240 million. On a segment basis, we currently estimate our 2008 Technology Solutions segment's Adjusted Pro Forma Revenues will range between $425 million and $465 million. Excluding the Media Networks segment, we currently expect Adjusted Pro Forma EBITDA to range from $180 million to $210 million. For comparative purposes, these 2008 Adjusted Pro Forma estimates assume that our acquisition of Gemstar and all of the synergies related thereto, as well as our various dispositions, were completed on January 1, 2007."

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 and Adjusted Pro Forma EBITDA 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, divestures, and discontinued operations and product lines were effective on January 1, 2007. Further, Adjusted Pro Forma EBITDA excludes the effect of non-cash and one-time expenses that are required to be recorded under GAAP, but that Macrovision Solutions Corporation believes are not indicative of its core operating results, or that the Company expects to be incurred over a limited period of time.

As a result of the Gemstar acquisition, Macrovision Solution Corporation's management now evaluates and makes operating decisions about its business operations primarily based upon Adjusted Pro Forma, Adjusted Revenue and EBITDA. Management uses Adjusted Pro Forma EBITDA as a measure as it excludes depreciation, amortization, equity-based compensation, transaction costs, transition and integration costs, insurance settlements and discontinued product lines; 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 revenue, cost of revenues, research and development, selling and marketing, general and administration, depreciation and amortization, restructuring and asset impairment charges.

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 and gain on sale of strategic investments for the same reason. Management excludes discontinued product lines as it believes this exclusion is as meaningful for comparability purposes as the exclusion 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. 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 EBITDA are provided in the tables below.

Dial-in Information

Macrovision Solutions Corporation will hold an investor conference call at 5:00 p.m. Eastern time on August 7, 2008. Investors and analysts interested in participating in the conference are welcome to call 800-240-7305 (or international +1 303-275-2170) and reference the Macrovision call.

The conference call can also be accessed via live webcast at www.macrovision.com or www.earnings.com (or www.streetevents.com for subscribers) on August 7, 2008 at 5:00 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 August 11, 2008 and can be accessed by calling 800-405-2236 (or international +1 303-590-3000) and entering passcode 11117068#. 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 providing a brilliantly 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 entertainment portals including http://www.tvguide.com/ and http://www.allmusic.com. Macrovision Solutions Corporation holds over 3,500 issued or pending patents and patent applications worldwide. Macrovision Solutions Corporation is headquartered in Santa Clara, California, with numerous office offices across the United States and around the world including Japan, Hong Kong, Luxembourg, and the United Kingdom. More information about Macrovision Solutions Corporation can be found at http://www.macrovision.com/.

(C)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, and integration plans of the Company 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, 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 June 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 to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.

MACROVISION SOLUTIONS CORPORATION
GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

                                 Three Months Ended  Six Months Ended
                                      June 30,           June 30,
                                 -------------------------------------
                                   2008      2007     2008      2007
                                 --------- -------- --------- --------

Revenues                         $103,551  $23,409  $133,846  $57,474

Costs and expenses:
  Cost of revenues                 26,025    2,585    29,958    5,483
  Research and development         18,089    3,056    23,162    6,513
  Selling and marketing            23,444    6,233    29,866   13,740
  General and administrative       17,211    6,753    25,457   13,844
  Depreciation and amortization    23,266    2,737    27,135    5,453
  Restructuring and asset
   impairment charges                   -    1,025              3,081
                                 --------- -------- --------- --------
  Total costs and expenses        108,035   22,389   135,578   48,114
                                 --------- -------- --------- --------

Operating (loss) income from
 continuing operations             (4,484)   1,020    (1,732)   9,360
  Interest expense                (11,487)  (1,853)  (13,449)  (3,829)
  Interest income and other, net    2,537    5,166     8,143   10,044
  Gain on sale of strategic
   investments                          -        -     5,238        -
                                 --------- -------- --------- --------
(Loss) income from continuing
 operations before income taxes   (13,434)   4,333    (1,800)  15,575
Income tax (benefit) expense       (4,853)   3,757    (1,906)   6,470
                                 --------- -------- --------- --------

(Loss) income from continuing
 operations, net of tax            (8,581)     576       106    9,105
Discontinued operations, net of
 tax                               94,522    1,916    92,130     (905)
                                 --------- -------- --------- --------
Net income                       $ 85,941  $ 2,492  $ 92,236  $ 8,200
                                 ========= ======== ========= ========

Basic earnings per share:
  Basic (loss) income per share
   from continuing operations    $  (0.10) $  0.01  $   0.00  $  0.17
  Basic income (loss) per share
   from discontinued operations  $   1.10  $  0.04  $   1.32  $ (0.01)
                                 --------- -------- --------- --------
  Basic net earnings per share   $   1.00  $  0.05  $   1.32  $  0.16
                                 ========= ======== ========= ========

Shares used in computing basic
 net earnings per share            86,130   53,488    70,080   52,803
                                 ========= ======== ========= ========

Diluted earnings per share:
  Diluted (loss) income per
   share from continuing
   operations                    $  (0.10) $  0.01  $   0.00  $  0.17
  Diluted income (loss) per
   share from discontinued
   operations                    $   1.10  $  0.04  $   1.31  $ (0.02)
                                 --------- -------- --------- --------
  Diluted net earnings per share $   1.00  $  0.05  $   1.31  $  0.15
                                 ========= ======== ========= ========

Shares used in computing diluted
 net earnings per share            86,130   54,633    70,162   53,961
                                 ========= ======== ========= ========
MACROVISION SOLUTIONS CORPORATION
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)

                                              June 30,    December 31,
                                                2008          2007
                                            ------------- ------------
ASSETS
  Cash and cash equivalents                 $     231,896 $    134,070
  Short-term investments                           25,596      248,194
  Trade accounts receivable, net                   88,623       44,327
  Deferred tax assets                               2,396        4,563
  Prepaid expenses and other current assets        33,489       12,135
  Assets held for sale                             50,139       79,503
                                            ------------- ------------
  Total Current Assets                            432,139      522,792

Long-term marketable investment securities         74,794       57,025
Deferred tax assets                                     -       57,850
Property and equipment, net                        80,100       10,011
Finite-lived intangible assets, net             1,198,831       78,801
Other assets                                       73,895       11,470
Goodwill                                        1,442,936      199,209
                                            ------------- ------------
TOTAL ASSETS                                $   3,302,695 $    937,158
                                            ============= ============

LIABILITIES
  Accounts payable                          $      21,006 $      6,157
  Accrued expenses                                103,637       41,113
  Taxes payable                                    20,330        1,355
  Deferred revenue                                 14,360        7,494
  Liabilities held for sale                        80,636       27,959
                                            ------------- ------------
  Total Current Liabilities                       239,969       84,078

  Taxes payable, non-current                       87,325       57,026
  Long-term debt and capital lease
   obligations, less current portion              901,108      240,000
  Deferred revenue, less current portion            7,241            -
  Deferred tax liabilities, long-term, net        341,179            -
  Other non-current liabilities                     4,357          436
                                            ------------- ------------
TOTAL LIABILITIES                               1,581,179      381,540
                                            ------------- ------------

STOCKHOLDERS' EQUITY                            1,721,516      555,618
                                            ------------- ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $   3,302,695 $    937,158
                                            ============= ============
MACROVISION SOLUTIONS CORPORATION
COMBINED COMPANY REVENUE SUMMARY
(IN THOUSANDS)
(UNAUDITED)

               Three Months Ended  Six Months Ended
                    June 30            June 30
               ------------------ ------------------
                 2008     2007      2008     2007
               -------- --------- -------- ---------

Adjusted Pro
 Forma
 Revenues
  Consumer
   Electronics $ 44,024 $ 38,310  $ 89,169 $ 87,019
  Service
   Providers     45,623   32,961    91,376   70,140
  All Other      16,283   15,977    33,182   35,539
               -------- --------- -------- ---------
Technology
 Solutions      105,930   87,248   213,727  192,698
               -------- --------- -------- ---------
  TVG Network    13,007   14,666    21,588   26,106
  TV Guide
   Network       29,631   32,026    62,887   65,840
               -------- --------- -------- ---------
Media Networks   42,638   46,692    84,475   91,946
               -------- --------- -------- ---------
               $148,568 $133,940  $298,202 $284,644
               ======== ========= ======== =========


Pro forma
 revenues from
 continuing
 operations    $148,568 $134,509  $298,202 $286,090
  Discontinued
   product
   line
   (Hawkeye)          -     (569)        -   (1,446)
               -------- --------- -------- ---------
Adjusted Pro
 Forma
 Revenues      $148,568 $133,940  $298,202 $284,644
               ======== ========= ======== =========


GAAP Revenues
 from
 continuing
 operations
  Consumer
   Electronics $ 33,592 $ 14,269  $ 50,768 $ 33,899
  Service
   Providers     27,789      773    29,434    1,408
  All Other      14,333    8,367    25,807   22,167
               -------- --------- -------- ---------
Technology
 Solutions       75,714   23,409   106,009   57,474
               -------- --------- -------- ---------
  TVG Network     8,834        -     8,834        -
  TV Guide
   Network       19,003        -    19,003        -
               -------- --------- -------- ---------
Media Networks   27,837        -    27,837        -
               -------- --------- -------- ---------
               $103,551 $ 23,409  $133,846 $ 57,474
               ======== ========= ======== =========


                Q1 2007  Q2 2007   Q3 2007  Q4 2007   Q1 2008  Q2 2008
               -------- --------- -------- --------- -------- --------
Rolling Six
 Quarters of
 Adjusted Pro
 Forma
 Revenues
  Consumer
   Electronics   48,709   38,310    50,300   44,200    45,145   44,024
  Service
   Providers     37,179   32,961    39,200   40,700    45,753   45,623
  All Other      19,562   15,977    19,340   22,260    16,899   16,283
               -------- --------- -------- --------- -------- --------
Technology
 Solutions      105,450   87,248   108,840  107,160   107,797  105,930
  TVG Network    11,440   14,666    15,517   14,991     8,581   13,007
  TV Guide
   Network       33,814   32,026    30,975   32,643    33,256   29,631
               -------- --------- -------- --------- -------- --------
Media Networks   45,254   46,692    46,492   47,634    41,837   42,638
               -------- --------- -------- --------- -------- --------
Adjusted Pro
 Forma
 Revenues       150,704  133,940   155,332  154,794   149,634  148,568
  Discontinued
   product
   line
   (Hawkeye)        877      569       405      990         -        -
               -------- --------- -------- --------- -------- --------
Pro forma
 revenues from
 continuing
 operations    $151,581 $134,509  $155,737 $155,784  $149,634 $148,568
               ======== ========= ======== ========= ======== ========
MACROVISION SOLUTIONS CORPORATION
RECONCILIATION OF ADJUSTED PRO FORMA EBITDA TO PRO FORMA OPERATING
 INCOME FROM CONTINUING OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
                                   Three Months Ended Six Months Ended
                                     June 30, 2008     June 30, 2008
                                   ------------------ ----------------
                                         Total             Total
                                   ------------------ ----------------

Adjusted Pro Forma EBITDA:
  Technology Solutions             $          49,499  $       105,673
  Media Networks                               8,497           14,006
                                   ------------------ ----------------
                                              57,996          119,679
  Corporate Costs                            (18,783)         (41,467)
                                   ------------------ ----------------
Adjusted Pro Forma EBITDA                     39,213           78,212
  Depreciation and amortization              (32,753)         (65,243)
  Equity-based compensation                   (3,158)          (6,278)
  Transaction costs                               (8)            (681)
  Transition and integration costs            (3,027)          (3,027)
  Insurance settlement                             -           32,500
                                   ------------------ ----------------
Pro forma operating income from
 continuing operations             $             267  $        35,483
                                   ================== ================


                                   Three Months Ended Six Months Ended
                                     June 30, 2007     June 30, 2007
                                   ------------------ ----------------
                                         Total             Total
                                   ------------------ ----------------

Adjusted Pro Forma EBITDA                     33,504           86,734
  Depreciation and amortization              (31,169)         (62,239)
  Equity-based compensation                   (2,662)          (5,535)
  Transaction costs                             (700)            (700)
  Restructuring and asset
   impairment charges                         (1,025)          (3,081)
  Discontinued product line
   (Hawkeye)                                  (1,788)          (3,375)
  Accrual reversal related to
   former Gemstar CEO                              -           10,700
                                   ------------------ ----------------
Pro forma operating income from
 continuing operations             $          (3,840) $        22,504
                                   ================== ================

Source: Macrovision Solutions Corporation

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