EX-99.1 2 exhibit991erq3-20.htm EX-99.1 Document

Exhibit 99.1
REALNETWORKS ANNOUNCES THIRD QUARTER 2020 FINANCIAL RESULTS

SEATTLE — November 3, 2020 -

RealNetworks, Inc. (Nasdaq: RNWK), a leader in digital media software and services, today announced its financial results for the third quarter ended September 30, 2020. This release refers to “continuing” and “discontinued” operations due to the pending sale of Napster, RealNetworks’ 84%-owned subsidiary, to MelodyVR Group PLC, which is expected to close in the fourth quarter of 2020. Effective as of the signing date, August 25, 2020, Napster is treated as a discontinued operation for accounting and disclosure purposes; therefore, unless otherwise noted, results presented in this release relate to the continuing operations of RealNetworks, which exclude Napster.

•Revenue from continuing operations of $16.6 million and net loss of $(3.2) million
•Games revenue was up 6% year-over-year and 2% quarter-over-quarter driven by success of free-to-play strategy, which grew 60% year-over-year
•Adjusted EBITDA loss of $(1.9) million, our 5th consecutive quarter of year-over-year improvement
•Significant progress with SAFR initiative
•Appointed Brad Donaldson as Vice President, Computer Vision to lead the strategic development and market expansion of SAFR
•Launched SAFR Version 3.0 featuring enhanced COVID-19 response features and a new high-sensitivity face detector
•Awarded contract for SAFR with Tijuana International Airport's Cross Border XpressTM (CBX)
•Progress with monetizing and scaling assets
•Sale of Napster to MelodyVR expected to close in Q4 2020 in a transaction valued at approximately $70 million, which includes the assumption of approximately $44 million in Napster liabilities and $26.3 million in a mix of cash and equity consideration
•Spun-out and raised $2.1 million in external funding for Scener after incubating the RealNetworks' startup for two years

Management Commentary
“In Q3 we continued to make solid progress on several fronts,” said Rob Glaser, Founder, Chairman, and Chief Executive Officer of RealNetworks. “Our commitment to improving business performance led to our fifth consecutive quarter of year-over-year improvement in our adjusted EBITDA loss. Our two largest growth opportunities remain our free-to-play Games, which grew 60% year-over-year, and the SAFR platform. We also made great progress in streamlining, optimizing and monetizing other parts of Real, as demonstrated by the pending sale of Napster to MelodyVR and the successful capital raise for Scener. Finally, we also significantly strengthened our management team by bringing in Mike Ensing as President and COO, and Brad Donaldson as VP, Computer Vision to lead the strategic development and market expansion of SAFR.”

Third Quarter 2020 Financial Highlights from Continuing Operations
•Revenue was $16.6 million compared to $17.1 million in the prior quarter and $17.7 million in the prior year period.
•Games revenue was $7.6 million, up 2% compared to $7.5 million in the prior quarter and up 6% compared to $7.2 million in the prior year period.
•Gross profit margin was 75%, unchanged from 75% in the prior quarter and down from 76% in the prior year period.


•Operating expenses decreased $0.3 million, or 2%, from the prior quarter and decreased $3.2 million, or 17%, from the prior year period.
•Net loss attributable to RealNetworks was $(3.2) million, or $(0.08) per diluted share, compared to a net loss of $(3.1) million, or $(0.08) per diluted share, in the prior quarter and a net loss of $(5.2) million, or $(0.14) per diluted share, in the prior year period.
•Adjusted EBITDA was a loss of $(1.9) million compared to a loss of $(1.4) million in the prior quarter and a loss of $(3.2) million in the prior year period.
•At September 30, 2020, the Company had $13.2 million in unrestricted cash and cash equivalents compared to $14.4 million at June 30, 2020 and $8.5 million at December 31, 2019.

Corporate Developments
•On August 25, 2020, Napster signed a definitive agreement to be sold to MelodyVR, subject to closing conditions, with a total transaction value of approximately $70 million. Terms of the merger require payment by MelodyVR of $26.3 million in combined cash and MelodyVR stock at closing, and MelodyVR will assume approximately $44 million in Napster liabilities. The final value to RealNetworks from the transaction is subject to several factors including deal costs, Napster's repayment of $3.9 million in debt, an escrow of $3.0 million, the mix of cash and MelodyVR stock and the market value of that stock, and payment by RealNetworks to Columbus Nova for the January 2019 acquisition of its interest in Napster. The transaction is expected to close in the fourth quarter of 2020, at which point RealNetworks will provide further details.
•On September 18, 2020, the Company announced the appointment of Brad Donaldson as Vice President, Computer Vision to lead the strategic development and market expansion of the SAFR product line.

Business Outlook
Given the ongoing uncertainty surrounding the global economy and the future impact of COVID-19, RealNetworks is not providing guidance for the fourth quarter ending December 31, 2020.
Conference Call and Webcast Information
RealNetworks will host a conference call today to review its results and discuss its performance at approximately 4:30 p.m. ET / 1:30 p.m. PT. Participants may join the conference call by dialing 1-877-451-6152 (United States) or 1-201-389-0879 (International). A telephonic replay of the call will also be available shortly after the completion of the call, until 11:59 pm ET on Tuesday, November 24, 2020, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 13711759.

A live webcast will be available on RealNetworks’ Investor Relations site under the Events & Presentations section at http://investor.realnetworks.com and will be archived online upon completion of the conference call.

About RealNetworks
Building on a legacy of digital media expertise and innovation, RealNetworks has created a new generation of products that employ best-in-class artificial intelligence and machine learning to enhance and secure our daily lives. SAFR (www.safr.com) is the world’s premier facial recognition platform for live video. Leading in real-world performance and accuracy as evidenced in testing by NIST, SAFR enables new applications for security, convenience, and analytics. For information about our other products, visit www.realnetworks.com.



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 contribution margin 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 net income (loss) from continuing operations to adjusted EBITDA and operating income (loss) by reportable segment to contribution margin 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 our current expectations regarding our future growth, profitability, and market position, our financial condition and liquidity, our strategic focus and initiatives, product plans, agreements with partners, and expectations and contingencies relating to the sale of Napster. 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 our expectations as of today, and actual results may differ materially from the results predicted. Factors that could cause actual results for RealNetworks, on a consolidated basis, to differ from the results predicted include: our ability to realize operating efficiencies, growth and other benefits from the implementation of our growth initiatives and restructuring efforts; cash usage and conservation, and the pursuit of additional funding sources; successful monetization of our products and services; competitive risks, including the emergence or growth of competing technologies, products and services; potential outcomes and effects of claims and legal proceedings; risks associated with key customer or strategic relationships and business acquisitions; challenges caused by the COVID-19 pandemic; disruptions in the global financial markets, including changes in consumer spending and impacts to credit availability; fluctuations in foreign currencies; and unique risk factors that relate to our Napster segment, such as risks stemming from its streaming music service and related music royalties. More information about potential risk factors that could affect our business and financial results is included in RealNetworks' annual report on Form 10-K for the most recent year ended December 31, 2019, 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 our financial statements and forward-looking financial guidance requires us 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. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

For More Information:
Investor Relations for RealNetworks
Kimberly Orlando, Addo Investor Relations
310-829-5400
IR@realnetworks.com
RNWK-F



RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Quarter Ended
September 30, 		Nine Months Ended
September 30,
2020201920202019
 (in thousands, except per share data)
 Net revenue$16,554 $17,691 $50,461 $48,491 
 Cost of revenue4,062 4,292 12,429 13,022 
           Gross profit12,492 13,399 38,032 35,469 
 Operating expenses:
       Research and development5,781 6,931 18,375 21,439 
       Sales and marketing5,130 5,644 15,969 17,501 
       General and administrative4,124 5,242 13,063 17,674 
       Restructuring and other charges307 691 1,097 1,587 
           Total operating expenses15,342 18,508 48,504 58,201 
 Operating loss(2,850)(5,109)(10,472)(22,732)
 Other income (expenses):
       Interest expense(7)— (12)— 
       Interest income6 — 31 89 
       Gain (loss) on equity investments, net(37)— (90)12,338 
       Other income (expenses), net(104)85 63 197 
           Total other income (expenses), net(142)85 (8)12,624 
 Loss from continuing operations before income taxes(2,992)(5,024)(10,480)(10,108)
 Income tax expense316 233 606 515 
Net loss from continuing operations(3,308)(5,257)(11,086)(10,623)
Net loss from discontinued operations, net of tax(1)(997)(2,466)(3,872)
Net loss(3,309)(6,254)(13,552)(14,495)
Net loss attributable to noncontrolling interests of continuing operations(77)(54)(196)(106)
Net income (loss) attributable to noncontrolling interests of discontinued operations6 (232)(364)(752)
Net loss attributable to RealNetworks$(3,238)$(5,968)$(12,992)$(13,637)
Net loss from continuing operations attributable to RealNetworks$(3,231)$(5,203)$(10,890)$(10,517)
Net loss from discontinued operations attributable to RealNetworks(7)(765)(2,102)(3,120)
Net loss attributable to RealNetworks$(3,238)$(5,968)$(12,992)$(13,637)
Net loss per share attributable to RealNetworks- Basic:
       Continuing operations$(0.08)$(0.14)$(0.28)$(0.28)
       Discontinued operations— (0.02)(0.06)(0.08)
              Net loss per share attributable to RealNetworks- Basic$(0.08)$(0.16)$(0.34)$(0.36)
Net loss per share attributable to RealNetworks- Diluted:
       Continuing operations$(0.08)$(0.14)$(0.28)$(0.28)
       Discontinued operations— (0.02)(0.06)(0.08)
              Net loss per share attributable to RealNetworks- Diluted$(0.08)$(0.16)$(0.34)$(0.36)
 Shares used to compute basic net loss per share38,270 38,062 38,247 37,944 
 Shares used to compute diluted net loss per share38,270 38,062 38,247 37,944 




RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
September 30,
2020		December 31,
2019
 (in thousands)
ASSETS
 Current assets:
 Cash and cash equivalents$13,245 $8,472 
 Trade accounts receivable, net13,015 12,767 
 Deferred costs, current portion364 537 
 Prepaid expenses and other current assets3,552 4,428 
 Current assets of discontinued operations89,547 28,376 
 Total current assets119,723 54,580 
 Equipment and software30,675 31,699 
 Leasehold improvements2,720 3,071 
 Total equipment, software, and leasehold improvements33,395 34,770 
 Less accumulated depreciation and amortization31,459 32,350 
 Net equipment, software, and leasehold improvements1,936 2,420 
 Operating lease assets 8,726 10,198 
 Restricted cash equivalents 4,630 4,880 
 Other assets973 1,808 
 Deferred costs, non-current portion71 388 
 Deferred tax assets, net781 761 
 Goodwill17,073 16,908 
 Non-current assets of discontinued operations— 67,811 
 Total assets$153,913 $159,754 
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
 Accounts payable$3,398 $4,042 
 Accrued and other current liabilities25,272 17,495 
 Deferred revenue, current portion2,302 2,003 
 Current debt3,900 — 
 Current liabilities of discontinued operations70,713 72,641 
 Total current liabilities105,585 96,181 
 Deferred revenue, non-current portion46 96 
 Deferred tax liabilities, net1,076 1,076 
 Long-term lease liabilities6,672 8,234 
 Long-term debt2,883 3,900 
 Other long-term liabilities2,243 10,151 
 Non-current liabilities of discontinued operations— 1,843 
 Total liabilities118,505 121,481 
 Total shareholders' equity36,470 38,775 
Noncontrolling interests(1,062)(502)
 Total equity35,408 38,273 
 Total liabilities and equity$153,913 $159,754 



RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
20202019
 (in thousands)
 Cash flows from operating activities:
 Net loss from continuing operations$(11,086)$(10,623)
 Adjustments to reconcile net income (loss) from continuing operations to net cash used in operating activities:
Depreciation and amortization697 943 
Stock-based compensation1,093 2,420 
(Gain) loss on equity investments, net90 (12,338)
Foreign currency (gain) loss25 (150)
Fair value adjustments to contingent consideration liability(200)700 
Net change in certain operating assets and liabilities(652)739 
  Net cash provided by (used in) operating activities- continuing operations(10,033)(18,309)
  Net cash provided by (used in) operating activities- discontinued operations(4,086)(1,988)
  Net cash provided by (used in) operating activities(14,119)(20,297)
 Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements(261)(831)
Proceeds from sales and maturities of short-term investments— 24 
Acquisition, net of cash acquired— 12,260 
  Net cash (used in) provided by investing activities- continuing operations(261)11,453 
  Net cash provided by (used in) investing activities- discontinued operations(192)(237)
  Net cash provided by (used in) investing activities(453)11,216 
 Cash flows from financing activities:
Proceeds from issuance of common stock (stock options and stock purchase plan)— 144 
Proceeds from issuance of preferred stock10,000 — 
Tax payments from shares withheld upon vesting of restricted stock(12)(289)
Proceeds from notes payable and long-term debt2,876 3,900 
Payment of financing fees— (569)
Other financing activities2,106 900 
  Net cash provided by (used in) financing activities- continuing operations14,970 4,086 
  Net cash provided by (used in) financing activities- discontinued operations2,007 (8,331)
  Net cash provided by (used in) financing activities16,977 (4,245)
 Effect of exchange rate changes on cash, cash equivalents and restricted cash32 (390)
 Net increase (decrease) in cash, cash equivalents and restricted cash2,437 (13,716)
 Cash, cash equivalents and restricted cash, beginning of period22,179 37,191 
 Cash, cash equivalents and restricted cash, end of period24,616 23,475 
Less: Cash, cash equivalents and restricted cash from discontinued operations6,741 6,724 
Cash and cash equivalents from continuing operations, end of period$17,875 $16,751 



RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)
20202019
 Q3 Q2Q1 Q4 Q3 Q2 Q1
 (in thousands)
Net Revenue by Segment
Consumer Media (A)$2,543 $3,159 $3,495 $4,432 $3,632 $2,620 $2,486 
Mobile Services (B)6,400 6,461 6,690 6,312 6,895 6,997 6,939 
Games (C)7,611 7,465 6,637 6,567 7,164 6,048 5,710 
     Total net revenue$16,554 $17,085 $16,822 $17,311 $17,691 $15,665 $15,135 
Net Revenue by Product
Consumer Media
- Software License (D)$642 $1,702 $2,020 $2,856 $1,987 $944 $735 
- Subscription Services (E)892 898 929 992 1,028 1,040 1,088 
- Product Sales (F)193 261 222 193 207 206 219 
- Advertising & Other (G)816 298 324 391 410 430 444 
Mobile Services
- Software License (H)931 972 831 657 888 957 599 
- Subscription Services (I)5,469 5,489 5,859 5,655 6,007 6,040 6,340 
Games
- Subscription Services (J)2,705 2,730 2,770 3,007 3,056 3,073 2,985 
- Product Sales (K)3,874 3,712 2,978 2,580 3,078 2,177 1,988 
- Advertising & Other (L)1,032 1,023 889 980 1,030 798 737 
     Total net revenue$16,554 $17,085 $16,822 $17,311 $17,691 $15,665 $15,135 
Net Revenue by Geography
United States$11,855 $10,742 $10,214 $10,153 $10,588 $9,480 $9,503 
Rest of world4,699 6,343 6,608 7,158 7,103 6,185 5,632 
     Total net revenue$16,554 $17,085 $16,822 $17,311 $17,691 $15,665 $15,135 
Net Revenue by Segment
(A) The Consumer Media segment primarily includes revenue from the licensing of our portfolio of video codec technologies. Also included is RealPlayer and related products, such as the distribution of third-party software products, advertising on RealPlayer websites, sales of RealPlayer Plus software to consumers, and consumer subscriptions such as RealPlayer Plus and SuperPass.
(B) The Mobile Services segment primarily includes revenue from SaaS services and sales of professional services provided to mobile carriers.
(C) The Games segment primarily includes revenue from player purchases of in-game virtual goods within our free-to-play games, mobile and PC games, online games subscription services, and advertising on games sites and social network sites.
Net Revenue by Product
(D) Software licensing revenue within Consumer Media includes revenues from licenses of our video codec technologies.
(E) Subscriptions revenue within Consumer Media includes revenue from subscriptions such as our RealPlayer Plus and SuperPass offerings.
(F) Product sales within Consumer Media includes sales of RealPlayer Plus software to consumers.
(G) Advertising & other revenue within Consumer Media includes distribution of third-party software products and advertising on RealPlayer websites.
(H) Software license revenue within Mobile Services includes revenue from our integrated RealTimes platform and our facial recognition platform, SAFR.
(I) Subscription services revenue within Mobile Services includes revenue from ringback tones and our messaging platform services, as well as from related professional services provided to mobile carriers.
(J) Subscription services revenue within Games includes revenue from online games subscriptions.
(K) Product sales revenue within Games includes revenue from player purchases of in-game virtual goods, retail and wholesale games-related revenue, sales of mobile games.
(L) Advertising & other revenue within Games includes advertising on games sites and social network sites.



RealNetworks, Inc. and Subsidiaries
Segment Results of Operations and Reconciliation to non-GAAP Contribution Margin
(Unaudited)

2020201920202019
Q3Q2Q3YTDYTD
 (in thousands)
Consumer Media
Net revenue$2,543 $3,159 $3,632 $9,197 $8,738 
Cost of revenue593 519 705 1,723 2,341 
Gross profit1,950 2,640 2,927 7,474 6,397 
Gross margin77 %84 %81 %81 %73 %
Operating expenses2,092 2,204 2,692 6,754 8,688 
Operating income (loss), a GAAP measure$(142)$436 $235 $720 $(2,291)
Depreciation and amortization17 15 34 45 144 
Contribution margin, a non-GAAP measure$(125)$451 $269 $765 $(2,147)
Mobile Services
Net revenue$6,400 $6,461 $6,895 $19,551 $20,831 
Cost of revenue1,511 1,782 1,721 4,989 5,634 
Gross profit4,889 4,679 5,174 14,562 15,197 
Gross margin76 %72 %75 %74 %73 %
Operating expenses5,577 5,682 7,143 18,847 22,142 
Operating income (loss), a GAAP measure$(688)$(1,003)$(1,969)$(4,285)$(6,945)
Depreciation and amortization88 102 81 288 418 
Contribution margin, a non-GAAP measure$(600)$(901)$(1,888)$(3,997)$(6,527)
Games
Net revenue$7,611 $7,465 $7,164 $21,713 $18,922 
Cost of revenue1,955 1,958 1,934 5,707 5,259 
Gross profit5,656 5,507 5,230 16,006 13,663 
Gross margin74 %74 %73 %74 %72 %
Operating expenses5,152 4,976 5,151 15,051 15,476 
Operating income (loss), a GAAP measure$504 $531 $79 $955 $(1,813)
Acquisitions related intangible asset amortization— — 4 — 27 
Depreciation and amortization71 66 89 275 256 
Contribution margin, a non-GAAP measure$575 $597 $172 $1,230 $(1,530)
Corporate
Cost of revenue$3 $4 $(68)$10 $(212)
Gross profit(3)(4)68 (10)212 
Gross marginN/AN/AN/AN/AN/A
Operating expenses2,521 2,747 3,522 7,852 11,895 
Operating income (loss), a GAAP measure$(2,524)$(2,751)$(3,454)$(7,862)$(11,683)
Other income (expense), net(104)(71)85 63 197 
Foreign currency (gain) loss143 92 (33)25 (150)
Depreciation and amortization28 30 32 89 98 
Fair value adjustments to contingent consideration liability— 100 400 (200)700 
Restructuring and other charges307 704 691 1,097 1,587 
Stock-based compensation390 323 503 1,093 2,420 
Contribution margin, a non-GAAP measure$(1,760)$(1,573)$(1,776)$(5,695)$(6,831)




RealNetworks, Inc. and Subsidiaries
Reconciliation of Net income (loss) from continuing operations to adjusted EBITDA, a non-GAAP measure
(Unaudited)
2020201920202019
Q3Q2Q3 YTD YTD
(in thousands)
Reconciliation of GAAP Net income (loss) from continuing operations to adjusted EBITDA:
Net loss from continuing operations$(3,308)$(3,162)$(5,257)$(11,086)$(10,623)
Income tax expense (benefit)316 265 233 606 515 
Interest expense7 5 — 12 — 
Interest income(6)(19)— (31)(89)
(Gain) loss on equity investments, net37 53 — 90 (12,338)
Foreign currency (gain) loss143 92 (33)25 (150)
Acquisitions related intangible asset amortization— — 4 — 27 
Depreciation and amortization204 213 236 697 916 
Fair value adjustments to contingent consideration liability— 100 400 (200)700 
Restructuring and other charges307 704 691 1,097 1,587 
Stock-based compensation390 323 503 1,093 2,420 
   Adjusted EBITDA, a non-GAAP measure$(1,910)$(1,426)$(3,223)$(7,697)$(17,035)