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8-K - RMG Networks Holding Corpi12556.htm

Exhibit 99.1

[exh99_1001.jpg]


RMG NETWORKS REPORTS FIRST QUARTER 2014 RESULTS


Enterprise Revenue Increased 7% YoY on an Adjusted Basis1,2 with Sequential Margin Expansion,

Media Revenue1 Decreased as Expected with Broader Q1 Out-Of-Home Advertising Market Softness,

Top-Line Momentum Building into Q2 as Growth Investments Demonstrate Further Traction,

Continue to Expect Accelerated Revenue and Adjusted EBITDA Generation in Second Half 2014


Quarter Highlights


·

First quarter consolidated revenue of $12.6 million, on an adjusted basis1,2, comprised of $10.1 million in adjusted Enterprise revenue1,2 and $2.5 million in Media revenue

·

Launched enhanced Visual Supply Chain solution expanding suite of visual communications solutions

·

Completed installation of the RMG Office Network and generated initial network revenues

·

Generated initial EMEA advertising bookings and added two EMEA airline partnerships with Etihad Airways and OnAir

·

South East Asia and China regions generated initial Enterprise revenues; Middle East continued strong growth

·

Cross-selling initiatives continued to gain traction with two global customers signing contracts spanning multiple geographies


DALLAS, TX – (Marketwired) – 5/8/2014 – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visual communications solutions, today announced its financial results for the first quarter ended March 31, 2014.


RMG Networks helps brands and organizations communicate more effectively using location-based video networks. The company connects brands with target audiences using video advertising networks comprised of over 200,000 display screens, reaching over 100 million consumers each month. The company also builds enterprise video networks that empower organizations to visualize critical data to better run their business.


Garry McGuire, Chief Executive Officer, commented, “RMG Networks marked a number of significant achievements in Q1 as we continue to execute our long term plan. First quarter financial results were mixed, in some part due to macro trends. However, the early successes of our 2013 growth investments that we saw begin in late 2013 persisted into Q1 and are continuing into Q2. In our Enterprise business, our offices in new and newly expanded geographies are delivering positive results, our newly expanded sales force is gaining traction and our cross-selling initiatives are paying off in incremental deals from existing customers across geographies and across product solutions. Though recognized revenues were down in our Media unit for the quarter, we booked a 20%+ increase in new contracts in the quarter versus last year, booked our first media contracts in Europe, recognized the first revenues on our Office Network and announced advertising partnerships with two new international airline partners.”


“With 2014 off to a promising start, we remain focused on driving execution and generating returns on our growth investments. RMG Networks has built a platform of personnel, products and solutions designed to advance our market leadership and the unique value proposition of offering comprehensive place-based video networks. The traction we are gaining reinforces our confidence in our strategy. We expect Q2 revenue to build toward a strong sequential increase and for accelerated revenue growth and EBITDA generation to begin at mid-year 2014 as our recently-expanded sales force begins to reach productivity. RMG Networks is focused on executing on our mission to be the global leader in intelligent visual communications.”


                        

1   2014 adjusted results; 2013 pro forma combined results; Enterprise revenues represent Products, Maintenance and Content Services, and Professional Services revenue line items; Media revenues represent Advertising revenue line item.

2   On an “as-reported” basis for Q1 2014, Enterprise revenue of $9.2 million decreased 2%, versus Q1 2013 pro forma combined results, and total revenue was $11.8 million. 2014 adjusted results include a $209,913 add back to Enterprise revenue for the effects of purchase accounting as well as a $639,042 reclassification of a GAAP charge in Product revenue to Advertising cost of sales.




First Quarter and 2013 Financial Review


RMG Networks completed the business combinations of Reach Media Group Holdings, Inc. and Symon Holdings Corporation, or Symon, on April 8 and April 19, 2013, respectively. Symon was determined to be the Predecessor Company for accounting purposes and accordingly Symon’s historical financials are included for comparison in RMG Networks’ “as-reported” financials. Because Symon recorded results of operations on a January 31 fiscal year and because the results of Reach Media Group Holdings, Inc. are not included in Predecessor Company financials, first quarter 2014 results as-reported are not comparable with the Predecessor Company’s results for first quarter 2013. In addition, our “as-reported” results include certain items and the effects of purchase accounting which we do not believe reflect the underlying performance of our business. Therefore, for ease of comparison, we provide, in the following results, adjusted results for the 2014 first quarter and pro forma combined results for the 2013 first quarter as if the companies had existed as a combined entity for the relevant periods and adjusting for the items described above.


Adjusted and Pro Forma Combined Results3

First Quarter Revenue. Total first quarter adjusted 2014 revenues were $12.6 million, a decrease of 16% from $15.0 million of pro forma combined revenues in the first quarter of 2013.


·

Adjusted Enterprise revenue of $10.1 million increased 7% from $9.4 million in the first quarter of 2013, due to continued sales momentum from expanded sales teams and geographic presence. Adjusted Enterprise gross margin was 57.5% compared to 60.0% in the first quarter of 2013, decreasing year over year due to sales mix but increasing sequentially from the 50.9% demonstrated in the fourth quarter of 2013.

·

Media revenue of $2.5 million decreased 54% from $5.6 million in the first quarter of 2013, primarily due to soft demand in the out-of-home advertising sector, as has been reported by other out-of-home advertising companies. The softness experienced in the first quarter resulted from, among other items, a shift in advertising dollars to Olympic broadcast TV coverage. Adjusted Media gross margin was (16.8)% compared to 31.0% in the first quarter of 2013, due primarily to significantly lower revenue failing to cover fixed costs of sales. We expect full year media gross margins to normalize as sales increase above our fixed costs in future quarters and first quarter shortfalls are recovered.


On a sequential basis, adjusted revenues decreased as expected in the first quarter to $12.6 million from $22.5 million in the fourth quarter of 2013, consistent with historical seasonality in the business.


First Quarter Operating loss and Adjusted EBITDA. Adjusted operating loss was $8.3 million compared to pro forma operating loss of $2.6 million in the first quarter of 2013. This increased loss is attributable to lower advertising revenue and gross margin in the current year period, higher operating expenses in the current year period resulting from investments made during the second half of 2013 in new sales and marketing personnel to support growth initiatives and approximately $2.1 million of additional depreciation, amortization and stock-based compensation expense.


Adjusted EBITDA loss was $5.3 million compared to pro forma combined adjusted EBITDA loss of $0.8 million in the first quarter of 2013, decreasing for the reasons described above.


Reported Results

First Quarter. Total reported revenue for the quarter ended March 31, 2014 was $11.8 million; total revenue for the predecessor company for the period from February 1 to April 19, 2013 was $7.2 million.


Operating loss for the quarter ended March 31, 2014 was $8.5 million; operating income for the predecessor company for the period from February 1 to April 19, 2013 was $3.1 million.


Growth Outlook


Though the company expects to see some continued near term weakness in the out-of-home advertising market, we continue to expect that the sales investments we made in the second half of 2013 will drive accelerated second half 2014 revenue and that we will achieve 20+% year-over-year adjusted revenue growth. Revenue growth will lead to increasing operating leverage and the company expects to generate positive adjusted EBITDA for the full year 2014.


                        

3   2014 adjusted results; 2013 pro forma combined results; Enterprise revenues represent Products, Maintenance and Content Services, and Professional Services revenue line items; Media revenues represent Advertising revenue line item.





Conference Call


Management will host a conference call to discuss these results today, Thursday, May 8, 2014 at 9:00 a.m. ET.


To access the call, please dial 866-271-5140 (toll free) or 617-213-8893 and passcode # 11531526. The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed via the Investor Relations section of RMG Networks’ web site at http://ir.rmgnetworks.com/phoenix.zhtml?c=251935&p=irol-calendar. All participants should call or access the website approximately 10 minutes before the conference begins. The webcast and slide presentation will be available for replay for 90 days.


A telephonic replay of this conference call will also be available by dialing 888-286-8010 (toll free) or 617-801-6888 (passcode: 65336145) from 1:00 p.m. ET on May 8, 2014 until midnight ET on May 12, 2014.  


About RMG Networks


RMG Networks (NASDAQ: RMGN) helps brands and organizations communicate more effectively using location-based video networks. The company connects brands with target audiences using video advertising networks comprised of over 200,000 display screens, reaching over 100 million consumers each month. The company also builds enterprise video networks that empower organizations to visualize critical data to better run their business. RMG Networks works with over 70% of the Fortune 100. The company is headquartered in Dallas, Texas with offices in the United States, United Kingdom, China, India, Singapore, Brazil and the U.A.E. For more information, visit http://www.rmgnetworks.com.


About Non-GAAP Financial Measures


This release includes certain non-GAAP financial measures as defined under SEC regulations, including Adjusted EBITDA. In evaluating its business, RMG Networks considers and uses Adjusted EBITDA as a supplemental measure of its operating performance, and believes that many of the company’s investors use this non-GAAP measure to monitor the company’s performance. This measure should not be considered as a substitute for the most directly comparable GAAP measures and should not be used in isolation, but in conjunction with these GAAP measures.  Definitions and reconciliations between non-GAAP measures and relevant GAAP measures are set forth in the tables at the end of this press release.


Cautionary Note Regarding Forward Looking Statements


This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding guidance relating to future financial performance, expected operating results, such as revenue growth, and efforts to grow our business.


Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:  the company’s success in retaining or recruiting, or changes required in, its management and other key personnel; the limited liquidity and trading volume of the company’s securities; Reach Media Group’s (“RMG”) history of incurring significant net losses and limited operating history; the competitive environment in the advertising markets in which the company operates; the risk that the anticipated benefits of the combination of RMG or Symon Holdings Corporation, or of other acquisitions that the company may complete, may not be fully realized; the risk that any projections, including earnings, revenues, margins or any other financial items are not realized; changing legislation and regulatory environments; business development activities, including the company’s ability to contract with, and retain, customers on attractive terms; the general volatility of the market price of the company’s common stock; risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act); and general economic conditions.





Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.


Contact:

For RMG Networks Holding Corporation
Investor
Carolyn M. Capaccio
212-838-3777
ir@rmgnetworks.com

or


Media
TallGrass Public Relations
Sheree N. Johnson
917-783-7349
Sheree.Johnson@tallgrasspr.com

Source: RMG Networks

(Financial tables appear below)




RMG Networks Holding Corporation

Consolidated Balance Sheets

March 31, 2014 and December 31, 2013


 

 

March 31,

2014

 

December 31,

2013

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,761,726

 

$

8,235,566

Accounts receivable, net

 

 

14,796,364

 

 

22,731,678

Inventory, net

 

 

4,304,405

 

 

4,633,213

Deferred tax assets

 

 

53,934

 

 

63,617

Other current assets

 

 

1,957,129

 

 

2,224,547

Total current assets

 

 

25,873,558

 

 

37,888,621

Property and equipment, net

 

 

4,453,077

 

 

3,548,985

Intangible assets, net

 

 

37,122,000

 

 

38,782,000

Goodwill

 

 

29,299,514

 

 

28,673,156

Loan origination fees

 

 

914,565

 

 

971,726

Other assets

 

 

344,102

 

 

496,879

Total assets

 

$

98,006,816

 

$

110,361,367

Liabilities and Stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

4,629,780

 

$

8,009,380

Revenue share liabilities

 

 

1,074,943

 

 

2,595,614

Accrued liabilities

 

 

3,627,807

 

 

4,423,896

Deferred revenue

 

 

10,472,602

 

 

10,074,420

Capital leases and other

 

 

86,228

 

 

117,710

Total current liabilities

 

 

19,891,360

 

 

25,221,020

Notes payable – non current

 

 

8,000,000

 

 

8,000,000

Warrant liability

 

 

6,754,103

 

 

4,573,123

Deferred revenue – non current

 

 

1,011,777

 

 

990,989

Deferred tax liabilities

 

 

6,013,079

 

 

6,430,853

Capital leases and other

 

 

404,075

 

 

392,558

Total liabilities

 

 

42,074,394

 

 

45,608,543

Commitment and Contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $.0001 par value, (250,000,000 shares authorized; 12,367,756 and 11,920,583 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively)

 

 

1,237

 

 

1,192

Additional paid-in capital

 

 

81,058,915

 

 

77,452,317

Accumulated comprehensive income

 

 

304,224

 

 

299,618

Retained earnings (accumulated deficit)

 

 

(25,431,954)

 

 

(13,000,303)

Total stockholders’ equity

 

 

55,932,422

 

 

64,752,824

Total liabilities and stockholders’ equity

 

$

98,006,816

 

$

110,361,367


See accompanying notes to consolidated financial statements.





RMG Networks Holding Corporation

Consolidated Statements of Comprehensive Income (Loss)

For The Three Months Ended March 31, 2014 and The Period February 1 Through April 19, 2013


 

 

Successor

Company

Three Months

Ended

March 31,

2014

 

 

Predecessor

Company

February 1, 2013

Through

April 19,

2013

 

 

 

(Unaudited)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

Advertising

 

$

2,546,091

 

 

$

-

 

Products

 

 

2,287,747

 

 

 

2,239,236

 

Maintenance and content services

 

 

4,302,725

 

 

 

3,594,520

 

Professional services

 

 

2,638,566

 

 

 

1,323,559

 

Total Revenue

 

 

11,775,129

 

 

 

7,157,315

 

Cost of Revenue:

 

 

 

 

 

 

 

 

Advertising

 

 

2,335,743

 

 

 

-

 

Products

 

 

1,909,923

 

 

 

1,498,135

 

Maintenance and content services

 

 

760,146

 

 

 

611,692

 

Professional services

 

 

1,609,830

 

 

 

861,640

 

Total Cost of Revenue

 

 

6,615,642

 

 

 

2,971,467

 

Gross Profit

 

 

5,159,487

 

 

 

4,185,848

 

Operating expenses:

 

 

 

 

 

 

 

 

Sales and marketing

 

 

5,233,280

 

 

 

1,729,871

 

General and administrative

 

 

5,405,768

 

 

 

1,739,348

 

Research and development

 

 

1,091,926

 

 

 

512,985

 

Acquisition expenses

 

 

-

 

 

 

3,143,251

 

Depreciation and amortization

 

 

1,920,033

 

 

 

140,293

 

Total operating expenses

 

 

13,651,007

 

 

 

7,265,748

 

Operating income (loss)

 

 

(8,491,520

)

 

 

(3,079,900

)

Other Income (Expense):

 

 

 

 

 

 

 

 

Warrant liability expense

 

 

(4,641,471

)

 

 

-

 

Interest expense and other – net

 

 

(248,739

)

 

 

(14,553

)

Income (loss) before income taxes

 

 

(13,381,730

)

 

 

(3,094,453

)

Income tax expense (benefit)

 

 

(950,079

)

 

 

(540,897

)

Net income (loss)

 

 

(12,431,651

)

 

 

(2,553,556

)

Other comprehensive income -

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

4,606

 

 

 

(121,144

)

Total comprehensive income (loss)

 

$

(12,427,045

)

 

$

(2,674,700

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share of Common Stock

 

$

(1.04

)

 

 

-

 

Basic and diluted net income (loss) per share of Class L Common Stock

 

 

-

 

 

$

(2.55

)

Weighted average shares used in computing basic and diluted net income (loss) per share of Common Stock

 

 

11,952,172

 

 

 

-

 

Weighted average shares used in computing basic and diluted net income (loss) per share of Class L Common Stock

 

 

-

 

 

 

1,000,000

 

Weighted average shares used in computing basic and diluted net income (loss) per share of Class A Non-Voting Common Stock

 

 

-

 

 

 

68,889

 





RMG Networks Holding Corporation

Pro Forma Consolidated Statements of Operations


 

 

First Quarter

 

 

2014

 

2013

Revenues -

 

 

 

 

Advertising

 

2,546,091

 

5,592,874

Product sales

 

2,926,789

 

3,415,497

Maintenance and content services

 

4,512,638

 

4,082,034

Professional services

 

2,638,566

 

1,924,499

Total

 

12,624,084

 

15,014,904

 

 

 

 

 

Cost of Revenues -

 

 

 

 

Advertising

 

2,974,785

 

3,856,742

Product sales

 

1,909,923

 

1,962,789

Maintenance and content services

 

760,146

 

683,299

Professional services

 

1,609,830

 

1,124,341

Total

 

7,254,684

 

7,627,171

 

 

 

 

 

Gross Profit

 

5,369,400

 

7,387,733

 

 

 

 

 

Operating Expenses

 

13,651,007

 

9,952,510

 

 

 

 

 

Operating Income (Loss)

 

(8,281,607)

 

(2,564,777)





RMG Networks Holding Corporation

Consolidated Statements of Cash Flows

For The Three Months Ended March 31, 2014 and The Period February 1 through April 19, 2013


 

 

Successor

Company

Three Months

Ended

March 31,

2014

 

 

Predecessor

Company

February 1, 2013

Through

April 19,

2013

 

 

 

(Unaudited)

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(12,431,651

)

 

$

(2,553,556

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,920,033

 

 

 

140,293

 

Change in warrant liability

 

 

4,641,471

 

 

 

-

 

Stock-based compensation

 

 

1,029,688

 

 

 

-

 

Non-cash loan origination fees

 

 

57,161

 

 

 

-

 

Non-cash consulting expense

 

 

144,750

 

 

 

-

 

Non-cash directors’ fees

 

 

116,464

 

 

 

-

 

Deferred tax (benefit)

 

 

(950,081

)

 

 

(12,294

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

7,935,314

 

 

 

2,846,332

 

Inventory

 

 

328,808

 

 

 

(488,722

)

Other current assets

 

 

267,418

 

 

 

(154,529

)

Other assets, net

 

 

8,027

 

 

 

12,572

 

Accounts payable

 

 

(3,379,598

)

 

 

(2,978,808

)

Accrued liabilities

 

 

(2,421,096

)

 

 

(767,991

)

Deferred revenue

 

 

418,971

 

 

 

(372,579

)

Net cash provided by (used in) operating activities

 

 

(2,314,321

)

 

 

(4,329,282

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,164,125

)

 

 

(86,470

)

Net cash provided by (used in) investing activities

 

 

(1,164,125

)

 

 

(86,470

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

4,606

 

 

 

(121,144

)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(3,473,840

)

 

 

(4,536,896

)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

8,235,566

 

 

 

10,203,169

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

4,761,726

 

 

$

5,666,273

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

100,480

 

 

$

2,053

 

Cash paid during the period for income taxes

 

$

-

 

 

$

150,000

 





RMG Networks Holding Corporation

Reconciliation of Operating Loss to Adjusted EBITDA


 

 

First Quarter

 

 

2014

 

2013

 

 

 

 

 

Operating income (loss) per Statement of
Comprehensive Income

 

(8,491,520)

 

(3,079,900)

 

 

 

 

 

Predecessor Company operating loss for the
period April 1 through April 19, 2013

 

 

 

3,018,415

 

 

 

 

 

Predecessor Company operating loss for the
period January 1 through January 31, 2013

 

 

 

(59,788)

 

 

 

 

 

Reach Media Group Holdings Corporation operating loss

 

 

 

 

for the period January 1 through March 31, 2013

 

 

 

(2,443,504)

 

 

 

 

 

Revenues that would have been recognized in the period had the balance in deferred revenue at the acquisition date not been required to be adjusted to market value at the acquisition date in accordance with GAAP purchase accounting guidelines

 

209,913

 

 

 

 

 

 

 

Pro-Forma Operating Income (Loss)

 

(8,281,607)

 

(2,564,777)

 

 

 

 

 

Depreciation and amortization

 

1,920,033

 

815,032

Acquisition expenses

 

0

 

904,108

Stock-based compensation

 

1,029,688

 

0

 

 

 

 

 

Adjusted EBITDA

 

(5,331,886)

 

(845,637)