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EX-99.3 - EXHIBIT 99.3 - REALNETWORKS INCexhibit993erq1-16resegment.htm
EX-99.2 - EXHIBIT 99.2 - REALNETWORKS INCexhibit992erq1-16.htm
8-K - 8-K - REALNETWORKS INCer8-kshellq12016.htm


Exhibit 99.1
REALNETWORKS ANNOUNCES FIRST QUARTER 2016 RESULTS

 
Continued progress in stabilizing revenue and setting the company up for a return to revenue growth and profitability in 2016;
Realigned 2 of Real's 3 main operating divisions - Mobile Services and Consumer Media;
Signed up Vodafone as our first European Carrier integrating RealTimes® into its offerings;
Strengthened management by hiring Reza Rassool as CTO of RealNetworks, and Mike Davis as CEO of Rhapsody International; and
Cash and short-term investments of $86.8 million

SEATTLE - May 5, 2016 - RealNetworks, Inc. (Nasdaq: RNWK), a leader in personal digital entertainment, today announced results for the first quarter ended March 31, 2016.
For the first quarter of 2016, revenue was $28.2 million compared to $29.9 million in the previous quarter and $28.8 million in the first quarter of 2015, excluding revenue from the Slingo and social casino games business, which was sold during the third quarter of 2015.
"In the first quarter of 2016, we continued to make progress in turning RealNetworks around and setting the company up for growth and a return to profitability in the quarters ahead," said Rob Glaser, Chairman and CEO of RealNetworks. "First, we realigned 2 of our divisions to focus our business on the best opportunities in front of us. Second, we hired Reza Rassool as CTO and helped bring in Mike Davis as CEO of our affiliate Rhapsody. Third, we continued to make progress on stabilizing the company's revenue while continuing to manage operating expenses carefully."
Pursuant to the realignment, the company re-segmented its first quarter 2016 and historical financial statements to reflect these changes and a change in the corporate expense allocation methodology reflected in the tables presented below.
The Company's operating expenses in the first quarter of 2016 were down 16% from the same period in 2015, excluding stock compensation, restructuring charges, expenses from the Slingo and social casino games business, and the impact of a non-cash warrant from Rhapsody.
GAAP net loss for the first quarter of 2016 was $(15.2) million or $(0.42) per share, compared to $(24.5) million or $(0.68) per share in the first quarter of 2015. Adjusted EBITDA for the first quarter of 2016 was a loss of $(8.1) million, compared to $(4.2) million for the previous quarter and $(10.8) million for the first quarter of 2015, excluding the results of the Slingo and social casino games business, which was sold in August 2015. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.
As of March 31, 2016, the company had $86.8 million in unrestricted cash, cash equivalents and short-term investments, compared to $99.1 million as of December 31, 2015.

Business Outlook

For the second quarter of 2016, RealNetworks expects total revenue in the range of $26 million to $29 million and an adjusted EBITDA loss for the second quarter in the range of $(6.0) million to $(9.0) million.






Webcast and Conference Call Information

The company will host a conference call today to review results and discuss the company’s performance at 5 p.m. ET/2 p.m. PT. You may join the conference call by calling 888-790-3440 or +1-517-308-9350 (Passcode: First quarter Earnings). A live webcast of the call will be available at http://investor.realnetworks.com/ and an on-demand webcast will be available approximately one hour following the conclusion of the conference call. A telephonic replay will be available until 11:59 p.m. PT, May 26, 2016 by calling 800-678-8548 or +1-402-220-6449 (Passcode: 5516).


For More Information

Michael Newman, StreetConnect
Investor Relations for RealNetworks
+1-206-729-3625
IR@realnetworks.com

RNWK-F


About RealNetworks

RealNetworks creates innovative applications and services that make it easy to connect with and enjoy digital media. RealNetworks invented the streaming media category in 1995 and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. RealNetworks’ corporate information is located at www.realnetworks.com/about-us.

RealNetworks and RealTimes are trademarks or registered trademarks of RealNetworks, Inc. or its subsidiaries. All other companies or products listed herein are trademarks or registered trademarks of their respective owners.


About Non-GAAP Financial Measures
To supplement RealNetworks' consolidated financial information presented in accordance with GAAP in this press release, the company also discloses certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA by reportable segment, which management believes provide investors with useful information.
In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP operating income (loss) to adjusted EBITDA and to adjusted EBITDA by reportable segment.
The rationale for management's use of non-GAAP measures is included in the supplementary materials presented with the quarterly earnings materials. Please refer to Exhibit 99.2 (“Information Regarding Non-GAAP Financial Measures”) to the company's report on Form 8-K, which is being submitted today to the SEC.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to RealNetworks' current expectations regarding future revenue and adjusted EBITDA, our future growth, profitability, and market position, our strategic focus and initiatives, agreements with partners, and the growth and future prospects relating to our Rhapsody affiliate. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. These statements





reflect RealNetworks’ expectations as of today, and actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: RealNetworks' ability to realize operating efficiencies, growth and other benefits from the implementation of its growth plan, strategic initiatives, and restructuring efforts; the emergence of new entrants and competition in the market for digital media products and services; other competitive risks, including the growth of competing technologies, products and services; the potential outcomes and effects of claims and legal proceedings on RealNetworks' business, prospects, financial condition or results of operations; risks associated with key customer or strategic relationships, business acquisitions and the introduction of new products and services; changes in consumer and advertising spending in response to disruptions in the global financial markets; fluctuations in foreign currencies; and changes in RealNetworks' effective tax rate. More information about potential risk factors that could affect RealNetworks' business and financial results is included in RealNetworks' annual report on Form 10-K for the most recent year ended December 31, its quarterly reports on Form 10-Q and in other reports and documents filed by RealNetworks from time to time with the Securities and Exchange Commission. The preparation of RealNetworks' financial statements and forward-looking financial guidance requires the company to make estimates and assumptions that affect the reported amount of assets and liabilities, and revenues and expenses during the reported period.  Actual results may differ materially from these estimates under different assumptions or conditions. The company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.










RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

 
 
Quarters Ended
March 31,
 
 

 
2016
 
2015
 
 
 (in thousands, except per share data)
 
 
 
 
 
 Net revenue
 
$
28,230

 
$
30,597

 Cost of revenue
 
15,172

 
16,547

           Gross profit
 
13,058

 
14,050

 
 
 
 
 
 Operating expenses:
 
 
 


       Research and development
 
9,319

 
12,379

       Sales and marketing
 
9,225

 
12,837

       General and administrative
 
8,077

 
7,283

       Restructuring and other charges
 
385

 
485

       Lease exit and related charges
 
831

 
78

 
 
 
 
 
           Total operating expenses
 
27,837

 
33,062

 
 
 
 
 
 Operating income (loss)
 
(14,779
)
 
(19,012
)
 
 
 
 
 
 Other income (expenses):
 
 
 
 
       Interest income, net
 
117

 
200

       Gain (loss) on investments, net
 
3

 
299

       Equity in net loss of Rhapsody
 

 
(6,180
)
       Other income (expense), net
 
(287
)
 
443

 
 
 
 
 
           Total other income (expense), net
 
(167
)
 
(5,238
)
 
 
 
 
 
 Income (loss) before income taxes
 
(14,946
)
 
(24,250
)
 Income tax expense (benefit)
 
225

 
219

 
 
 
 
 
 Net income (loss)
 
$
(15,171
)
 
$
(24,469
)
 
 
 
 
 
 Basic net income (loss) per share
 
$
(0.42
)
 
$
(0.68
)
 Diluted net income (loss) per share
 
$
(0.42
)
 
$
(0.68
)
 
 
 
 
 
 Shares used to compute basic net income (loss) per share
 
36,520

 
36,104

 Shares used to compute diluted net income (loss) per share
 
36,520

 
36,104

 
 
 
 
 
 
 
 
 
 






RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
 
March 31,
2016
 
December 31,
2015
 
 (in thousands)
ASSETS
 Current assets:
 
 
 
 Cash and cash equivalents
$
40,539

 
$
47,315

 Short-term investments
46,289

 
51,814

 Trade accounts receivable, net
23,527

 
22,511

 Deferred costs, current portion
452

 
460

 Prepaid expenses and other current assets
5,563

 
7,140

 Total current assets
116,370

 
129,240

 
 
 
 
 Equipment and software
61,330

 
66,702

 Leasehold improvements
3,190

 
3,122

 Total equipment, software, and leasehold improvements
64,520

 
69,824

 Less accumulated depreciation and amortization
56,983

 
61,024

 Net equipment, software, and leasehold improvements
7,537

 
8,800

 
 
 
 
 Restricted cash equivalents and investments
3,100

 
2,890

 Available for sale securities
1,910

 
1,721

 Other assets
2,273

 
2,307

 Deferred costs, non-current portion
660

 
212

 Deferred tax assets, net
996

 
957

 Other intangible assets, net
1,753

 
2,136

 Goodwill
13,099

 
13,080

 
 
 
 
 Total assets
$
147,698

 
$
161,343

 
 
 
 
 LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 Current liabilities:
 
 
 
 Accounts payable
$
15,368

 
$
17,050

 Accrued and other current liabilities
17,110

 
17,320

 Deferred revenue, current portion
3,537

 
3,497

 Total current liabilities
36,015

 
37,867

 
 
 
 
 Deferred revenue, non-current portion
583

 
105

 Deferred rent
579

 
620

 Deferred tax liabilities, net
90

 
88

 Other long-term liabilities
1,668

 
1,980

 
 
 
 
 Total liabilities
38,935

 
40,660

 
 
 
 
 
 
 
 
 Shareholders' equity
108,763

 
120,683

 
 
 
 
 Total liabilities and shareholders' equity
$
147,698

 
$
161,343








RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Quarters Ended
March 31,
 
 
2016
 
2015
 
 (in thousands)
 
 Cash flows from operating activities:
 
 
 
 Net income (loss)
$
(15,171
)
 
$
(24,469
)
 Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization
2,598

 
2,503

Stock-based compensation
3,171

 
1,329

Equity in net loss of Rhapsody

 
6,180

Deferred income taxes, net
(128
)
 
(77
)
Loss (gain) on investments, net
(3
)
 
(299
)
Fair value of warrants granted in 2015, net of subsequent mark to market adjustments in 2016 and 2015
44

 
(1,155
)
Net change in certain operating assets and liabilities
(1,722
)
 
(4,106
)
  Net cash provided by (used in) operating activities
(11,211
)
 
(20,094
)
 Cash flows from investing activities:
 
 
 
Purchases of equipment, software, and leasehold improvements
(828
)
 
(306
)
Proceeds from sale of available for sale securities

 
352

Purchases of short-term investments
(17,876
)
 
(6,018
)
Proceeds from sales and maturities of short-term investments
23,401

 
33,077

Decrease (increase) in restricted cash equivalents and investments, net
(210
)
 

Advance to Rhapsody

 
(5,000
)
 Net cash provided by (used in) investing activities
4,487

 
22,105

 Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock (stock options and stock purchase plan)
16

 
6

Tax payments from shares withheld upon vesting of restricted stock
(787
)
 
(7
)
 Net cash provided by (used in) financing activities
(771
)
 
(1
)
 Effect of exchange rate changes on cash and cash equivalents
719

 
(2,269
)
 Net increase (decrease) in cash and cash equivalents
(6,776
)
 
(259
)
 Cash and cash equivalents, beginning of period
47,315

 
103,253

 Cash and cash equivalents, end of period
$
40,539

 
$
102,994











RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)
 
2016
 
2015
 
Q1
 
 Q4
 
 Q3
 
 Q2
 
 Q1
 
 (in thousands)
Net Revenue by Line of Business
 
 
 
 
 
 
 
 
 
Consumer Media (A)
$
5,726

 
$
6,848

 
$
6,495

 
$
7,281

 
$
7,989

Mobile Services (B)
16,465

 
16,369

 
16,484

 
18,578

 
14,504

Games (C)
6,039

 
6,705

 
7,844

 
8,095

 
8,104

     Total net revenue
$
28,230

 
$
29,922

 
$
30,823

 
$
33,954

 
$
30,597

 
 
 
 
 
 
 
 
 
 
Net Revenue by Product
 
 
 
 
 
 
 
 
 
Consumer Media
 
 
 
 
 
 
 
 
 
- License (D)
$
3,104

 
$
3,967

 
$
3,628

 
$
4,208

 
$
4,672

- Subscriptions (E)
1,975

 
2,054

 
2,147

 
2,372

 
2,384

- Media Properties (F)
647

 
827

 
720

 
701

 
933

 
 
 
 
 
 
 
 
 
 
Mobile Services
 
 
 
 
 
 
 
 
 
- SaaS (G)
16,220

 
16,157

 
16,217

 
18,218

 
13,322

- Technology License & Other (H)
245

 
212

 
267

 
360

 
1,182

 
 
 
 
 
 
 
 
 
 
Games
 
 
 
 
 
 
 
 
 
- License (I)
2,761

 
3,268

 
4,128

 
3,943

 
3,835

- Subscriptions (J)
3,029

 
3,126

 
3,231

 
3,373

 
3,570

- Media Properties (K)
249

 
311

 
485

 
779

 
699

 
 
 
 
 
 
 
 
 
 
     Total net revenue
$
28,230

 
$
29,922

 
$
30,823

 
$
33,954

 
$
30,597

 
 
 
 
 
 
 
 
 
 
Net Revenue by Geography
 
 
 
 
 
 
 
 
 
United States
$
10,383

 
$
10,781

 
$
11,460

 
$
12,303

 
$
12,349

Rest of world
17,847

 
19,141

 
19,363

 
21,651

 
18,248

     Total net revenue
$
28,230

 
$
29,922

 
$
30,823

 
$
33,954

 
$
30,597

 
 
 
 
 
 
 
 
 
 
Net Revenue by Line of Business
 
 
 
 
 
 
 
 
 
(A) The Consumer Media division primarily includes revenue from RealPlayer and related products, such as the distribution of third-party software products, advertising on RealPlayer websites, sales of RealPlayer Plus software licenses to consumers, sales of intellectual property licenses, and consumer subscriptions such as RealPlayer Plus and SuperPass.
(B) The Mobile Services division primarily includes revenue from SaaS services and sales of professional services provided to mobile carriers.
(C) The Games division primarily includes revenue from sales of games licenses, online games subscription services, advertising on games sites and social network sites, microtransactions from online and social games, and sales of mobile games.
Net Revenue by Product
 
 
 
 
 
 
 
 
 
(D) Licensing revenue within Consumer Media includes sales of intellectual property licenses and RealPlayer Plus software licenses to consumers.
(E) Subscriptions revenue within Consumer Media includes revenue from subscriptions such as our RealPlayer Plus and SuperPass offerings.
(F) Media Properties revenue within Consumer Media includes distribution of third-party software products and advertising on RealPlayer websites.
(G) SaaS revenue within Mobile Services includes revenue from music on demand, ringback tones, intercarrier messaging services, and RealTimes.
(H) Technology licensing and other revenue within Mobile Services includes revenue from professional services provided to mobile carriers.
(I) Licensing revenue within Games includes retail games-related revenue and sales of mobile games.
(J) Subscriptions revenue within Games includes revenue from online games subscriptions as well as microtransactions from mobile and social games.
(K) Media Properties revenue within Games includes advertising on games sites and social network sites.





RealNetworks, Inc. and Subsidiaries
Segment Results of Operations
(Unaudited)
 
 
2016
 
2015
 
 
Q1
 
Q4
 
Q1
 
 (in thousands)
Consumer Media
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
5,726

 
$
6,848

 
$
7,989

Cost of revenue
 
2,417

 
3,084

 
3,464

Gross profit
 
3,309

 
3,764

 
4,525

 
 
 
 
 
 
 
   Gross margin
 
58
%
 
55
%
 
57
%
 
 
 
 
 
 
 
Operating expenses
 
5,376

 
6,644

 
6,594

Operating income (loss)
 
$
(2,067
)
 
$
(2,880
)
 
$
(2,069
)
 
 
 
 
 
 
 
  Adjusted EBITDA
 
$
(764
)
 
$
(1,842
)
 
$
(1,558
)
 
 
 
 
 
 
 
Mobile Services
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
16,465

 
$
16,369

 
$
14,504

Cost of revenue
 
10,917

 
11,032

 
10,308

Gross profit
 
5,548

 
5,337

 
4,196

 
 
 
 
 
 
 
   Gross margin
 
34
%
 
33
%
 
29
%
 
 
 
 
 
 
 
Operating expenses
 
9,794

 
9,158

 
11,961

Operating income (loss)
 
$
(4,246
)
 
$
(3,821
)
 
$
(7,765
)
 
 
 
 
 
 
 
  Adjusted EBITDA
 
$
(3,516
)
 
$
(2,958
)
 
$
(6,793
)
 
 
 
 
 
 
 
Games
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
6,039

 
$
6,705

 
$
8,104

Cost of revenue
 
1,845

 
1,698

 
2,794

Gross profit
 
4,194

 
5,007

 
5,310

 
 
 
 
 
 
 
   Gross margin
 
69
%
 
75
%
 
66
%
 
 
 
 
 
 
 
Operating expenses
 
5,295

 
5,253

 
8,683

Operating income (loss)
 
$
(1,101
)
 
$
(246
)
 
$
(3,373
)
 
 
 
 
 
 
 
   Adjusted EBITDA
 
$
(897
)
 
$
(25
)
 
$
(2,783
)
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
 
$
(7
)
 
$
14

 
$
(19
)
Gross profit
 
7

 
(14
)
 
19

 
 
 
 
 
 
 
   Gross margin
 
N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
Operating expenses
 
7,372

 
545

 
5,824

Operating income (loss)
 
$
(7,365
)
 
$
(559
)
 
$
(5,805
)
 
 
 
 
 
 
 
   Adjusted EBITDA
 
$
(2,904
)
 
$
601

 
$
(3,040
)
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
28,230

 
$
29,922

 
$
30,597

Cost of revenue
 
15,172

 
15,828

 
16,547

Gross profit
 
13,058

 
14,094

 
14,050

 
 
 
 
 
 
 
   Gross margin
 
46
%
 
47
%
 
46
%
 
 
 
 
 
 
 
Operating expenses
 
27,837

 
21,600

 
33,062

Operating income (loss)
 
$
(14,779
)
 
$
(7,506
)
 
$
(19,012
)
 
 
 
 
 
 
 
   Adjusted EBITDA
 
$
(8,081
)
 
$
(4,224
)
 
$
(14,174
)












RealNetworks, Inc. and Subsidiaries
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment
(Unaudited)
 
 
2016
 
2015
 
 
 Q1
 
 Q4
 
 Q1
 
 
 (in thousands)
Consumer Media
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
(2,067
)
 
$
(2,880
)
 
$
(2,069
)
Depreciation and amortization
 
1,303

 
1,038

 
511

   Adjusted EBITDA
 
$
(764
)
 
$
(1,842
)
 
$
(1,558
)
 
 
 
 
 
 
 
Mobile Services
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
(4,246
)
 
$
(3,821
)
 
$
(7,765
)
Acquisitions related intangible asset amortization
 
308

 
379

 
392

Depreciation and amortization
 
422

 
484

 
580

   Adjusted EBITDA
 
$
(3,516
)
 
$
(2,958
)
 
$
(6,793
)
 
 
 
 
 
 
 
Games
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
(1,101
)
 
$
(246
)
 
$
(3,373
)
Acquisitions related intangible asset amortization
 
25

 
24

 
293

Depreciation and amortization
 
179

 
197

 
297

   Adjusted EBITDA
 
$
(897
)
 
$
(25
)
 
$
(2,783
)
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
(7,365
)
 
$
(559
)
 
$
(5,805
)
Other income (expense), net
 
(287
)
 
(122
)
 
443

Depreciation and amortization
 
361

 
336

 
430

Restructuring and other charges
 
385

 
(284
)
 
485

Stock-based compensation
 
3,171

 
937

 
1,329

Lease exit and related charges
 
831

 
293

 
78

   Adjusted EBITDA
 
$
(2,904
)
 
$
601

 
$
(3,040
)
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP operating income (loss) to adjusted EBITDA:
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
$
(14,779
)
 
$
(7,506
)
 
$
(19,012
)
Other income (expense), net
 
(287
)
 
(122
)
 
443

Acquisitions related intangible asset amortization
 
333

 
403

 
685

Depreciation and amortization
 
2,265

 
2,055

 
1,818

Restructuring and other charges
 
385

 
(284
)
 
485

Stock-based compensation
 
3,171

 
937

 
1,329

Lease exit and related charges
 
831

 
293

 
78

   Adjusted EBITDA
 
$
(8,081
)
 
$
(4,224
)
 
$
(14,174
)