RealNetworks Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VHoCVQwWEvakgjtJsFXnptFHwo5BTwgTCk3kE2bcy106VcYVNpbfJUbRwLncuSBF DOMRLPlcaOhUgMGYjTJyDA== 0000891020-04-000102.txt : 20040129 0000891020-04-000102.hdr.sgml : 20040129 20040129165257 ACCESSION NUMBER: 0000891020-04-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040129 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALNETWORKS INC CENTRAL INDEX KEY: 0001046327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 911628146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23137 FILM NUMBER: 04553053 BUSINESS ADDRESS: STREET 1: 2601 ELLIOTT AVENUE STREET 2: STE 1000 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2066742700 MAIL ADDRESS: STREET 1: 2601 ELLIOTT AVENUE STREET 2: STE 1000 CITY: SEATTLE STATE: WA ZIP: 98121 8-K 1 v96045e8vk.htm FORM 8-K RealNetworks Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 29, 2004

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)


WASHINGTON (State or other jurisdiction of incorporation)		0-23137 (Commission File Number)		91-1628146 (I.R.S. Employer Identification No.)

2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)

(206) 674-2700
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address if changed since last report)

TABLE OF CONTENTS


	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1

Item 7. Financial Statements and Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:


Exhibit No.		Description

99.1		Press Release issued by RealNetworks, Inc. dated January 29, 2004.

Item 12. Results of Operations and Financial Condition

On January 29, 2004, RealNetworks, Inc. (the “Company”) announced via press release the Company’s results for its year and fourth quarter ended December 31, 2003. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission. In the press release, the Company makes reference to non-GAAP measures of net loss per share. The press release sets forth the comparable GAAP measures of net loss per share and a reconciliation of the difference between the non-GAAP measures and GAAP measures. The Company believes that the non-GAAP measures of net loss per share provide investors with useful information regarding the effect of certain litigation on the Company’s operating results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	REALNETWORKS, INC.

	By:	/s/ Robert Kimball Robert Kimball Vice President, Legal and Business Affairs, General Counsel and Corporate Secretary

Dated: January 29, 2004

EXHIBIT INDEX


Exhibit Number		Description

99.1		Press Release issued by RealNetworks, Inc. dated January 29, 2004.

EX-99.1 3 v96045exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 REALNETWORKS REPORTS FOURTH QUARTER AND 2003 RESULTS Growth in Consumer Digital Media Services Drives Company to 6th Consecutive Quarter of Revenue Growth SEATTLE, WA - January 29th, 2004 - RealNetworks(R), Inc. (Nasdaq: RNWK) today announced results for the quarter ended December 31, 2003. For the fourth quarter of 2003, revenue was $54.1 million, up 17% from the fourth quarter of 2002. The GAAP net loss was $5.3 million or ($0.03) per share. Included in the net loss was $1.6 million, or ($0.01) per share, of fourth quarter costs related to the company's antitrust litigation against Microsoft Corporation. Excluding these litigation expenses, the net loss was $3.8 million or ($0.02) per share compared to a GAAP net loss of $2.5 million or ($0.02) per share in the fourth quarter of 2002. RealNetworks' results are consistent with the guidance provided in December 2003. For the year, revenue was $202.4 million, an increase of 11% from 2002 and the net loss was $21.5 million or ($0.13) per share compared to a net loss from the prior year of $38.4 million or ($0.24) per share. "2003 was the year when digital media consumer services crossed into the mainstream," said Rob Glaser, CEO, RealNetworks. "This is particularly true in the case of digital music, where we now lead the market with over 350,000 subscribers, and the emerging market of downloadable games, where our RealArcade is the number one service in the market. 2003 was also a significant year for us in that it demonstrated our return to revenue growth. Adding in our rock-solid foundation of world-class technology, we believe that we are poised for continued leadership in the digital media market for years to come." FINANCIAL DISCUSSION Fourth quarter revenue from consumer products and services was $41.2 million, which represents a 27% increase from the prior year's fourth quarter and a 13% increase from the third quarter of 2003. Consumer subscription revenue, included in consumer products and services, was $30.1 million for the quarter, a 33% increase from the fourth quarter of 2002 and an 8% increase from $12.8 million, which represents a decrease of 7% from the prior year and a decrease of 17% from the third quarter of 2003. 1 The gross margin for the quarter was 62% compared to 64% in the third quarter of 2003. The change is primarily a result of the changing revenue mix toward the faster growing consumer business, which has good gross margins that are lower than RealNetworks' traditional technology business. Consumer revenue was 76% of fourth quarter revenue compared to 70% of third quarter revenue. RealNetworks continues to maintain a strong balance sheet with over $373 million in cash and investments as of December 31st, 2003. CONTINUED GROWTH OF CONSUMER SERVICES In 2003 consumer digital media services became RealNetworks' primary revenue driver, largely through the growth of subscription services. The company grew its subscriber base to more than 1.3 million paying subscribers by year-end, up 44% from the end of 2002 and up 13% from the third quarter of 2003. In 2003, RealNetworks focused its consumer investments most deeply on the two digital media businesses that were poised for adoption by mainstream users: music and downloadable games. These investments delivered strong results in 2003. RealNetworks' music business, including subscriptions, premium radio and individual song sales, grew 71% to $7.9 million in the fourth quarter, up from $4.7 million in the third quarter. Paying subscribers to RealNetworks' music services, including RadioPass(TM) and Rhapsody(R), grew to over 350,000 in the fourth quarter of 2003, up 40% from the third quarter of 2003. This growth reflects the transition of digital music into a mainstream consumer market, continued growth in broadband penetration, the effectiveness of our marketing, and the success of our partnerships with distributors such as Best Buy and Comcast. In addition to music subscription services, in January, RealNetworks launched an a la carte music download store as part of the new RealPlayer(R) 10. Offering the highest quality downloads at $.99 cents per song, the RealPlayer Music Store is the only download store that also enables consumers to play content purchased at other Internet music stores making RealPlayer 10 the only universal player for both free and purchased content. In 2003, RealNetworks also focused on growing the games business and saw revenue from that business, which includes subscriptions, game sales, and advertising on RealArcade(R), grow 56% percent to $12.2 million, up from $7.8 million in 2002. Since launching in 2001, RealArcade has sold more than two million games and now offers more than 190 downloadable games and more than 60 web games. RealNetworks also announced this week a definitive agreement to acquire the leading downloadable games developer, GameHouse(R), Inc. 2 Gamehouse is RealNetworks' biggest supplier of games for RealArcade, responsible for about 20% of the game units sold in 2003; RealNetworks was GameHouse's biggest third party distribution channel, accounting for approximately 30% of GameHouse's third party units sold in 2003. The acquisition is estimated to be approximately $0.01 per share accretive to earnings per share in 2004 after acquisition charges and non-cash amortization of intangibles. With the acquisition of GameHouse, RealArcade's most successful developer, RealNetworks is combining two leaders in the market, which we believe will both strengthen the downloadable games market and strengthen RealNetworks' leadership position in the market. TECHNOLOGY PRODUCTS AND SERVICES In 2003 RealNetworks created several important new partnerships and services to invest in its core technology foundation. For example, RealNetworks entered into agreements with mobile market leaders such as Nokia, Ericsson, Motorola, Vodafone, Sprint and AT&T Wireless. These agreements position RealNetworks to continue growing its mobile business and enabling digital media services on mobile devices. In early 2004, RealNetworks forged a relationship with IBM to jointly offer an on-demand media system for content providers which decreases cost to deploy, increases time to market and offers flexible media services. RealNetworks recently released groundbreaking new products, including RealPlayer 10, RealAudio(R) 10, RealVideo(R) 10 and Helix(TM) DRM 10, with support from more than 50 industry companies. These initiatives create a solid foundation for our technology business for 2004. FORWARD LOOKING GUIDANCE For the first quarter of 2004, RealNetworks expects net revenues to be between $56 million and $59 million or between 19% and 26% over the first quarter of 2003. The GAAP quarterly loss per share, which includes an estimated $3 million expense relating to antitrust litigation, is expected to be between ($0.04) and ($0.05) per share. The quarterly loss per share without the antitrust litigation expenses is expected to be between ($0.02) and ($0.03) per share. Excluding the antitrust litigation expenses, RealNetworks expects to return to profitability by the end of 2004. Additionally, RealNetworks expects margins to stabilize in future quarters. 3 The above guidance may be impacted by two potential first quarter events. First, RealNetworks continues to hold an ownership interest in MusicNet, which is carried on RealNetworks' financial statements at a value of $6.5 million. The carrying value of our investment may be impacted by the capital requirements or results of operations of MusicNet in the first quarter. The second potential event relates to the possible cost of restructuring RealNetworks' relationship with a content provider whose content as of the first quarter is not being used in RealNetworks' primary video subscription services. Those negotiations could result in a one-time charge of up to $6 million; if this happens, RealNetworks' future content costs would be lower as a result of this potential transaction. ABOUT REALNETWORKS, INC. RealNetworks, Inc. is the leading creator of digital media services and software including the award-winning Rhapsody Internet jukebox service and RealPlayer 10. Consumers can access and experience audio/video programming and download RealNetworks' consumer software at http://www.real.com. Broadcasters, network operators, media companies and enterprises use RealNetworks' products and services to create and deliver digital media to PCs, mobile phones and consumer electronics devices. RealNetworks' systems and corporate information is located at http://www.realnetworks.com. ### Press Inquiries-Erika Shaffer, RealNetworks, (206) 892-6191, eshaffer@real.com Financial Inquiries-Roy Goodman, RealNetworks, (206) 892-6841, rgoodman@real.com This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to: (a) continued growth and acceptance of media subscription services and RealNetworks' continued leadership position in this market; (b) RealNetworks' ability to continue to grow and sustain a successful consumer subscription and paid content businesses, and increase revenue; (c) revenue, expense, margin and net loss projections for the first quarter of 2004,and projection of future stabilization of margins and profitability by the end of 2004 and (d) the impact on our operating results of our anticipated acquisition of GameHouse. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: development and consumer acceptance of legal online music distribution services; risks associated with the sustained adoption and use of RealNetworks' services by customers, including the uncertainty of whether consumers will continue to pay for subscription content over the Internet, which is a relatively new and unproven business model; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings; the risk that the costs of our antitrust litigation will be greater than we anticipate; the emergence of new entrants and competition in the market for digital media subscription offerings; the impact on our gross margins from content costs and from the mix of subscribers to subscription offerings with higher content costs than others; competitive risks, including competing technologies, products and services, and the competitive activities of our larger competitors, some of which have strong ties to streaming media users through other products; potential adverse responses by GameHouse distributors to the announcement of the acquisition; the risk that RealNetworks may not be able to successfully integrate GameHouse's business following the closing of the acquisition, especially in light of RealNetworks' relative inexperience in managing a media creation business; the potential inability of the 4 combined company to retain key employees of GameHouse following the acquisition; and risks relating to the timely development, production, marketing and acceptance of the products, services and technologies contemplated by the proposed acquisition; potential funding decisions by companies in which we have a significant equity position; potential costs of restructuring an agreements with a content provider; and RealNetworks' independent decisions, from time to time, based on all factors it deems relevant, whether to repurchase shares under its stock buyback program. 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 year ended December 31, 2002, and its quarterly report on Form 10-Q for the prior quarter and from time to time in other reports filed by RealNetworks with the Securities and Exchange Commission. RealNetworks, RealAudio, RealVideo, Helix, Rhapsody and RealPlayer are trademarks or registered trademarks of RealNetworks, Inc. All other companies or products listed herein are trademarks or registered trademarks of their respective owners. 5 REALNETWORKS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Quarter Ended December 31, Year Ended December 31, -------------------------- ----------------------- 2003 2002 2003 2002 ----------- ------------- ----------- ---------- (in thousands, except per share data) NET REVENUE: Software license fees $13,560 15,590 $61,970 72,753 Service revenue 38,612 28,695 134,058 103,161 Advertising 1,884 1,926 6,349 6,765 ------- ------- -------- -------- Total net revenue 54,056 46,211 202,377 182,679 ------- ------- -------- -------- COST OF REVENUE: Software license fees 3,673 1,560 9,917 6,865 Service revenue 16,709 11,267 56,690 41,259 Advertising 398 548 1,736 2,145 ------- ------- -------- -------- Total cost of revenue 20,780 13,375 68,343 50,269 ------- ------- -------- -------- Gross profit 33,276 32,836 134,034 132,410 ------- ------- -------- -------- OPERATING EXPENSES: Research and development 11,922 11,340 46,763 48,186 Sales and marketing 20,638 18,427 77,335 73,928 General and administrative 4,186 5,263 21,007 19,820 Antitrust litigation 1,574 -- 1,574 -- Loss on excess office facilities (A) -- -- 7,098 17,207 Personnel reduction, restructuring, and related charges -- -- -- 3,595 Stock based compensation 260 398 1,120 1,328 ------- ------- -------- -------- Total operating expenses 38,580 35,428 154,897 164,064 ------- ------- -------- -------- Operating loss (5,304) (2,592) (20,863) (31,654) OTHER INCOME (EXPENSE): Interest income 878 1,508 4,251 7,483 Equity in net loss of MusicNet (1,104) (1,192) (5,378) (6,324) Impairment of equity investments (B) -- -- (424) (5,103) Other, net 219 (164) 1,107 3,217 ------- ------- -------- -------- Other income (expense), net (7) 152 (444) (727) Loss before income taxes (5,311) (2,440) (21,307) (32,381) Income tax expense (16) (17) (144) (5,972) ------- ------- -------- -------- Net loss $(5,327) (2,457) $(21,451) (38,353) ======= ======= ======== ======== Basic and diluted net loss per share $(0.03) (0.02) $(0.13) (0.24) ======= ======= ======== ======== Shares used to compute basic and diluted net loss 163,755 157,528 160,309 159,365 per share NET CASH USED IN OPERATING ACTIVITIES $(5,235) (1,599) $(9,509) (788)
(A) The estimated loss on unoccupied excess office facilities represents the loss from rent payments, net of sublease income, over the remaining life of the lease. (B) Relates to other-than-temporary declines in the value of certain equity investments. These charges were recorded to reflect these investments at their estimated fair value. REALNETWORKS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
December 31, December 31, 2003 2002 ------------ ------------ (in thousands) ASSETS Current assets: Cash, cash equivalents and short-term investments $373,593 $309,071 Trade accounts receivable, net of allowances for doubtful accounts and sales returns 10,618 6,560 Prepaid expenses and other current assets 8,879 7,278 ----------- ------- Total current assets 393,090 322,909 Equipment and leasehold improvements, at cost: Equipment and software 37,110 27,536 Leasehold improvements 26,085 25,227 ----------- ------- Total equipment and leasehold improvements 63,195 52,763 Less accumulated depreciation and amortization 33,258 22,718 ----------- ------- Net equipment and leasehold improvements 29,937 30,045 ----------- ------- Restricted cash equivalents 19,953 17,300 Investments 34,577 29,196 Goodwill, net 97,477 60,077 Other intangible assets, net 1,065 848 Other 4,840 1,726 ----------- ------- Total assets $580,939 $462,101 =========== ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $6,865 $7,830 Accrued and other liabilities 39,400 31,083 Deferred revenue, excluding non-current portion 31,186 31,771 Accrued loss on excess office facilities, excluding non-current portion 4,960 3,825 ----------- ------- Total current liabilities 82,411 74,509 ----------- ------- Deferred revenue, excluding current portion 4,561 12,446 Accrued loss on excess office facilities, excluding current portion 24,099 22,110 Deferred rent 3,382 3,271 Convertible debt 100,000 -- Total shareholders' equity 366,486 349,765 ----------- ------- Total liabilities and shareholders' equity $580,939 $462,101 =========== =======
REALNETWORKS, INC. AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
Quarter Ended Quarter Ended Quarter Ended December 31, September 30, December 31, Year Ended December 31, ------------- -------------- -------------- ----------------------- 2003 2003 2002 2003 2002 ------------- -------------- -------------- ---------- ----------- (in thousands) NET REVENUE BY TYPE: Consumer products and services (A) $ 41,214 36,377 32,379 $143,649 113,538 Technology products and services (B) 12,842 15,432 13,832 58,728 69,141 ------------- -------------- -------------- ---------- ----------- Total net revenue $54,056 51,809 46,211 $202,377 182,679 ============= ============== ============== ========== =========== NET REVENUE OF CONSUMER PRODUCTS AND SERVICES: Subscriptions (C) $30,075 27,909 22,677 $107,093 75,497 E-commerce and other (D) 11,139 8,468 9,702 36,556 38,041 ------------- -------------- -------------- ---------- ----------- Total consumer products and services revenue $41,214 36,377 32,379 $143,649 113,538 ============= ============== ============== ========== =========== NET REVENUE FOR SELECTED CONSUMER PRODUCTS AND SERVICES Music (E) $7,937 4,655 416 $15,093 960 Games (F) 3,930 3,150 1,998 12,162 7,794 NET REVENUE BY GEOGRAPHY: United States $40,175 37,660 33,699 $147,613 132,009 Europe 8,492 8,710 6,706 32,106 27,019 Rest of world 5,389 5,439 5,806 22,658 23,651 ------------- -------------- -------------- ---------- ----------- Total net revenue $54,056 51,809 46,211 $202,377 182,679 ============= ============== ============== ========== =========== SUBSCRIBERS (PRESENTED AS GREATER THAN) Total 1,300 1,150 900 Music 350 250 75
(A) Revenue is derived from consumer digital media subscription services, Real Player Plus and related products, sales and distribution of third party software products, content such as games and music, and advertising (B) Revenue is derived from media delivery system software, support and maintenance services, broadcast hosting services and consulting services (C) Revenue is derived from consumer digital media subscription services including: SuperPass, RadioPass, Rhapsody, GamePass and stand-alone subscriptions (D) Revenue is derived from Real Player Plus and related products, sales and distribution of third party software products, content such as games and music, and advertising (E) Revenue is derived from RadioPass and Rhapsody subscription services and sales of music content (F) Revenue is derived from the GamePass subscription service, sales of games and advertising generated from our games and game related Web sites -----END PRIVACY-ENHANCED MESSAGE-----

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