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8-K - NEULION, INC.f811608k.htm
Exhibit 99.1

NeuLion Reports Second Quarter Revenue of $24.1 Million

Second Quarter Year over Year Highlights

· GAAP revenue increased to $24.1 million versus $22.7 million
· NeuLion Digital Platform revenue increased to $15.9 million versus $15.5 million
· Net loss improved to a net loss of $0.8 million versus a net loss of $3.2 million
· Ongoing share repurchase program has resulted in 2.5 million shares cancelled
· Key new customer wins in Europe include Sky Sports, the English Football League with EFL Digital, and Eleven Sports Network

PLAINVIEW, NY—August 4, 2016 - NeuLion, Inc. (TSX: NLN), a leading technology product and service provider that specializes in the digital video broadcasting, distribution and monetization of live and on-demand content to Internet-enabled devices, today reported financial results for the quarter ended June 30, 2016.

“Following our recent changes in management and our Saffron Digital acquisition, we have begun our expansion in the U.S and Europe with aggressive sales and marketing investments,” said Roy Reichbach, President and Chief Executive Officer.  “Our technology is best in class and now is the time to match our sales and marketing prowess with our technology development skills.”

Operational Highlights

· EFL Digital (formerly Football League Interactive FLi) chose NeuLion as its new long-term digital partner.  EFL is the digital arm of the English Football League, one of the oldest league soccer competitions in the world with 72 clubs in the UK.
· Sky Sports, offering hundreds of soccer matches as well as Formula 1 racing, cricket, rugby, tennis, boxing and more, selected NeuLion to enable its live OTT event service.
· Eleven Sports Network entered into a new multi-year agreement with NeuLion, licensing the NeuLion Digital Platform to support an all-new OTT digital service for sports fans in Belgium, Luxembourg, Poland, Singapore and Taiwan.
· NeuLion and UFC reached a historic milestone with UFC 200, delivering the first-ever live OTT 4K pay-per-view event.  NeuLion was also commissioned by the UFC to redesign a brand-new UFC.TV site that offers fans a large array of personalization features.
· NeuLion acquired the assets of London-based Saffron Digital Limited as part of its strategic expansion plan to add entertainment technology features that attract content owners and rights holders interested in launching new movie and channel SVOD services, and electronic sell-through services.  The transaction creates an online video powerhouse positioned to take full advantage of the accelerating adoption of live and on-demand streaming.
· With working capital of $32.2 million as of June 30, 2016, NeuLion began adding sales and marketing staff in the U.S, Europe and Asia.
 

 
Share Repurchase Program

On March 8, 2016, NeuLion announced that its Board of Directors had authorized the repurchase of up to $10 million of its common stock over the next 12 months through a normal course issuer bid (“NCIB”) for up to 14,109,057 shares of common stock.  On March 24, 2016, NeuLion announced that it had received the TSX’s approval to commence the NCIB, and that the NCIB would commence on April 1, 2016.

For the months of April and May, a broker on behalf of NeuLion purchased an additional 1,634,304 shares of common stock at a total cost of $1.6 million.  NeuLion settled with the broker and cancelled these shares during the quarter.  The same broker has also made the following purchases on NeuLion’s behalf, which were or will be settled after the close of the second quarter of 2016:

· 846,100 shares of common stock at a total cost of $0.7 million; NeuLion settled with the broker and cancelled these shares on July 7, 2016; and
· 678,800 shares of common stock at a total cost of $0.5 million; NeuLion intends to settle with the broker and cancel these shares in August 2016.

Second Quarter Financial Review

GAAP Results

Total GAAP revenue was $24.1 million for the second quarter of 2016 compared to $22.7 million for the prior comparable period, an increase of $1.4 million, or 6%.  The NeuLion Digital Platform had revenue growth of 3% to $15.9 million for the second quarter of 2016, from $15.5 million for the prior comparable period.  NeuLion’s consumer electronics licensing and MainConcept revenue streams were $8.2 million in the second quarter of 2016 as compared to $7.2 million for the prior comparable period.

Cost of revenue was $4.1 million, or 17% of revenue, for the second quarter of 2016, compared to $4.2 million, or 19% of revenue, for the prior comparable period.  The two percentage point improvement was due to increases in the consumer electronics licensing and MainConcept revenue streams.  Selling, general and administrative expenses, including stock-based compensation, were $12.9 million for the second quarter of 2016, an increase of 13% from $11.4 million for the prior comparable period.  Research and development expenses were $5.3 million for the second quarter of 2016, a decrease of 29% from $7.5 million for the prior comparable period, primarily as a result of reduction in headcount resulting from redundancy associated with the DivX acquisition.  Operating loss was $0.3 million for the second quarter of 2016, compared to $2.5 million for the prior comparable period.  Consolidated net loss was $0.8 million, or $0.00 per basic and diluted share, for the second quarter of 2016, compared to $3.2 million, or $(0.01) per basic and diluted share, for the prior comparable period.

Non-GAAP Results

Non-GAAP Revenue decreased 9% to $24.2 million for the second quarter of 2016 from the same period a year ago.  The change was primarily due to decreases in the consumer electronics licensing and MainConcept revenue streams.  Adjusted EBITDA decreased to $3.3 million for the second quarter of 2016 from $4.2 million for the prior comparable period, on $2.5 million less Non-GAAP Revenue.  Please refer to the tables accompanying this release for the calculation of Non-GAAP Revenue and Adjusted EBITDA.
 
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Use of Non-GAAP Financial Information

In addition to NeuLion’s U.S. GAAP results, this press release also includes disclosure on certain non-GAAP financial measures, as such term is used by the Securities and Exchange Commission.  NeuLion defines “Non-GAAP Revenue” as GAAP revenues before purchase accounting adjustments as a result of an acquisition.  NeuLion defines “Adjusted EBITDA” as consolidated net income (loss) before interest, income taxes, depreciation and amortization, purchase accounting adjustments, stock-based compensation, acquisition-related expenses, listing-related expenses, gain on revaluation of convertible note derivative, and foreign exchange gain (loss).  Adjusted EBITDA is a key measure used by management to evaluate NeuLion’s results and make strategic decisions about the company, including potential acquisitions.  Management believes this measure is useful to investors because it is an indicator of operational performance.  Because not all companies use identical calculations, NeuLion’s presentation of Non-GAAP Revenue and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.  These measures do not have any standardized meanings prescribed by U.S. GAAP and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance or changes in cash flows calculated in accordance with U.S. GAAP.

Pursuant to the requirements of Regulation G, NeuLion has provided a reconciliation of Non-GAAP Revenue to U.S. GAAP revenue and Adjusted EBITDA to U.S. GAAP consolidated net income/(loss) as an exhibit to this press release.

Quarterly Webcast

NeuLion will host a live webcast today at 5:00 p.m. ET that can be accessed at http://edge.media-server.com/m/p/45wtmhkn.  In addition, a replay of the webcast will be available for a limited time at http://neulion.com/investor.

About NeuLion

NeuLion, Inc. (TSX: NLN) offers solutions that power the highest quality digital experiences for live and on-demand content in up to 4K on any device.  Through its end-to-end technology platform, NeuLion enables digital video management, distribution and monetization for content owners worldwide including the NFL, NBA, World Surf League, Univision Deportes, Euroleague Basketball and others.  NeuLion powers the entire video ecosystem for content owners and rights holders, consumer electronic companies, and third party video integrators with MainConcept.  NeuLion’s robust consumer electronics licensing business enables its customers like Sony, LG, Samsung and other to stream secure, high-quality video seamlessly across their consumer devices. NeuLion is headquartered in Plainview, NY.  For more information about NeuLion, visit www.NeuLion.com.
 
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Forward-Looking Statements

Certain statements herein are forward-looking statements and represent NeuLion’s current intentions in respect of future activities.  Forward-looking statements can be identified by the use of the words “will,” “expect,” “seek,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an event or result “may,” “will,” “can,” “should,” “could,” or “might” occur or be achieved, and other similar expressions.  These statements, in addressing future events and conditions, involve inherent risks and uncertainties.  Although the forward-looking statements contained in this release are based upon what management believes to be reasonable assumptions, NeuLion cannot assure readers that actual results will be consistent with these forward-looking statements.  These forward-looking statements are made as of the date of this release and NeuLion assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.  Many factors could cause NeuLion’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including:  our ability to derive anticipated benefits from the acquisition of DivX; our ability to realize some or all of the anticipated benefits of our partnerships; general economic and market segment conditions; our customers’ subscriber levels and financial health; our ability to pursue and consummate acquisitions in a timely manner; our continued relationships with our customers; our ability to negotiate favorable terms for contract renewals; competitor activity; product capability and acceptance rates; technology changes; regulatory changes; foreign exchange risk; interest rate risk; and credit risk.  These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements.  A more detailed assessment of the risks that could cause actual results to materially differ from current expectations is contained in the “Risk Factors” section of NeuLion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is available on www.sec.gov and filed on www.sedar.com.



CONTACT INFORMATION
 
Press Contact: Chris Wagner | chris.wagner@neulion.com | +1 516 622 8357
 
Investor Relations Contact: Tim Alavathil | tim.alavathil@neulion.com | +1 647 426 1254
 
4

 
NEULION, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Expressed in U.S. dollars)

 
 
June 30,
   
December 31,
 
 
 
2016
   
2015
 
 
 
(unaudited)
       
 
           
ASSETS
           
Current
           
Cash and cash equivalents
 
$
46,105
   
$
53,413
 
Accounts receivable, net of allowance of doubtful accounts of $383 and $688
   
9,568
     
12,967
 
Other receivables
   
1,310
     
604
 
Inventory
   
206
     
199
 
Prepaid expenses and deposits
   
3,390
     
2,928
 
Due from related parties
   
392
     
304
 
Total current assets
   
60,971
     
70,415
 
Property, plant and equipment, net
   
6,880
     
6,585
 
Intangible assets, net
   
27,961
     
23,627
 
Goodwill
   
13,229
     
11,496
 
Deferred tax assets
   
31,016
     
30,614
 
Other assets
   
3,062
     
1,413
 
Total assets
 
$
143,119
   
$
144,150
 
 
               
LIABILITIES AND EQUITY
               
Current
               
Accounts payable
 
$
7,690
   
$
10,006
 
Accrued liabilities
   
9,579
     
10,230
 
Due to seller - Saffron Digital Limited
   
1,500
     
-
 
Due to related parties
   
8
     
18
 
Deferred revenue
   
10,042
     
11,570
 
Total current liabilities
   
28,819
     
31,824
 
Long-term deferred revenue
   
1,302
     
1,067
 
Deferred rent liabilities
   
1,460
     
1,649
 
Deferred tax liabilities
   
1,093
     
1,425
 
Other long-term liabilities
   
114
     
127
 
Total liabilities
   
32,788
     
36,092
 
 
               
Stockholders' equity
               
Common stock (par value: $0.01; shares authorized: 500,000,000; shares issued and outstanding:
               
2016: 283,418,354 and 2015: 280,903,667)
   
2,834
     
2,809
 
Additional paid-in capital
   
168,647
     
167,705
 
Promissory notes receivable
   
(209
)
   
(209
)
Accumulated deficit
   
(60,941
)
   
(62,247
)
Total stockholders’ equity
   
110,331
     
108,058
 
Total liabilities and stockholders’ equity
 
$
143,119
   
$
144,150
 
 
5

 
NEULION, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
 (unaudited)
(in thousands, except share and per share data)
(Expressed in U.S. dollars)
 
 
 
Three months ended June 30,
   
Six months ended June 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
 
                       
Revenue
 
$
24,111
   
$
22,684
   
$
50,404
   
$
44,358
 
 
                               
Costs and expenses
                               
   Cost of revenue, exclusive of depreciation and amortization shown separately below
   
4,131
     
4,215
     
8,785
     
8,541
 
   Selling, general and administrative, including stock-based compensation
   
12,918
     
11,390
     
24,823
     
21,303
 
   Research and development
   
5,285
     
7,480
     
9,639
     
12,796
 
   Depreciation and amortization
   
2,125
     
2,062
     
4,099
     
3,588
 
 
   
24,459
     
25,147
     
47,346
     
46,228
 
Operating income (loss)
   
(348
)
   
(2,463
)
   
3,058
     
(1,870
)
 
                               
Other income (expense)
                               
   (Loss) gain on foreign exchange
   
(222
)
   
(149
)
   
72
     
(340
)
   Investment income, net
   
21
     
90
     
54
     
184
 
   Interest on convertible note, including amortization of debt discount
   
-
     
202
     
-
     
(123
)
   Gain on conversion of convertible note and revaluation of related derivative, net
   
-
     
300
     
-
     
507
 
 
   
(201
)
   
443
     
126
     
228
 
Net and comprehensive income (loss) before income taxes
   
(549
)
   
(2,020
)
   
3,184
     
(1,642
)
   Income taxes
   
(227
)
   
(1,203
)
   
(1,878
)
   
(2,089
)
Net and comprehensive income (loss)
 
$
(776
)
 
$
(3,223
)
 
$
1,306
   
$
(3,731
)
 
                               
Net income (loss) per weighted average number of shares
                               
   of common stock outstanding - basic
 
$
0.00
   
$
(0.01
)
 
$
0.00
   
$
(0.02
)
 
                               
Weighted average number of shares
                               
   of common stock outstanding - basic
   
282,836,109
     
224,949,928
     
282,331,886
     
213,990,794
 
 
                               
Net income (loss) per weighted average number of shares
                               
   of common stock outstanding - diluted
 
$
0.00
   
$
(0.01
)
 
$
0.00
   
$
(0.02
)
 
                               
Weighted average number of shares
                               
   of common stock outstanding - diluted
   
282,836,109
     
224,949,928
     
296,418,692
     
213,990,794
 
 
6

 
NEULION, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
(Expressed in U.S. dollars)

 
 
Six months ended June 30,
 
 
 
2016
   
2015
 
OPERATING ACTIVITIES
           
 
           
Net income (loss)
 
$
1,306
   
$
(3,731
)
Adjustments to reconcile net income (loss) to net cash
               
   provided by (used in) operating activities:
               
Depreciation and amortization
   
4,099
     
3,588
 
   Stock-based compensation
   
2,127
     
921
 
   Amortization of debt discount
   
-
     
123
 
   Gain on revaluation of convertible note derivative
   
-
     
(507
)
   Deferred income taxes
   
(303
)
   
147
 
 
               
Changes in operating assets and liabilities, net of acquisitions
               
   Accounts receivable
   
3,399
     
9,299
 
   Income tax receivable
   
-
     
4,318
 
   Other receivables
   
(706
)
   
362
 
   Inventory
   
(7
)
   
63
 
   Prepaid expenses, deposits and other assets
   
(2,058
)
   
(1,961
)
   Due from related parties
   
(88
)
   
(86
)
   Accounts payable
   
(2,317
)
   
(8,201
)
   Accrued liabilities
   
(1,082
)
   
(3,076
)
   Deferred revenue
   
(1,293
)
   
(3,008
)
   Deferred rent liability
   
(189
)
   
(85
)
   Long-term liabilities
   
(13
)
   
(37
)
   Due to related parties
   
(10
)
   
9
 
Cash provided by (used in) operating activities
   
2,865
     
(1,862
)
 
               
INVESTING ACTIVITIES
               
Acquisition of Saffron Digital Limited
   
(7,500
)
   
-
 
Cash acquired from acquisition of DivX Corporation
   
-
     
9,718
 
Purchase of property, plant and equipment
   
(1,514
)
   
(527
)
Cash (used in) provided by investing activities
   
(9,014
)
   
9,191
 
 
               
FINANCING ACTIVITIES
               
Repurchases of common stock
   
(1,560
)
   
-
 
Proceeds from exercise of stock options
   
401
     
813
 
Proceeds from exercise of broker units
   
-
     
19
 
Cash (used in) provided by financing activities
   
(1,159
)
   
832
 
 
               
Net (decrease) increase in cash and cash equivalents, during the period
   
(7,308
)
   
8,161
 
Cash and cash equivalents, beginning of period
   
53,413
     
25,898
 
Cash and cash equivalents, end of period
 
$
46,105
   
$
34,059
 
 
               
Supplemental disclosure of cash flow information:
               
Cash paid for income taxes
 
$
2,015
   
$
1,590
 
 
               
Supplemental disclosure of non-cash activities:
               
Accretion of issuance costs on Class 4 Preference Shares
 
$
-
   
$
15
 
                 
Issuance of shares of common stock upon acquisition of DivX Corporation
 
$
-
   
$
58,521
 
                 
Issuance of convertible note upon acquisition of DivX Corporation
 
$
-
   
$
27,000
 
 
7

 
Reconciliation of GAAP Revenue to non-GAAP Revenue (in thousands):
       
 
           
 
 
Three months ended June 30,
 
 
 
2016
   
2015
 
 
           
GAAP Revenue
 
$
24,111
   
$
22,683
 
 
               
Revenue excluded due to purchase accounting
   
82
     
4,032
 
 
               
Non-GAAP Revenue
 
$
24,193
   
$
26,715
 
 
Reconciliation of GAAP Net Loss to Adjusted EBITDA (in thousands):
         
 
               
 
 
Three months ended June 30,  
 
 
   
2016
     
2015
 
 
               
Consolidated Net Income (Loss) on a GAAP basis
 
$
(776
)
 
$
(3,223
)
 
               
Revenue excluded due to purchase accounting
   
82
     
4,032
 
Depreciation and amortization
   
2,125
     
2,062
 
Stock-based compensation
   
1,372
     
594
 
Acquisition-related expenses
   
102
     
-
 
Gain on revaluation of convertible note derivative
   
-
     
(300
)
Income tax expense
   
227
     
1,203
 
Investment income (expense) and foreign exchange loss
   
201
     
(143
)
 
               
Adjusted EBITDA
 
$
3,333
   
$
4,225
 
 
 
 
8