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) February 6, 2013
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
Washington | 000-23137 | 91-1628146 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)
(206) 674-2700
Registrants telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On February 6, 2013, RealNetworks, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2012. The full text of the press release is furnished as Exhibit 99.1 hereto.
Furnished as Exhibit 99.2 hereto is additional information regarding non-GAAP financial measures included in certain public disclosures of RealNetworks, including its fourth quarter 2012 financial results press release.
The information set forth in this Item 2.02 shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.
Exhibit No. |
Description | |
99.1 | Press Release of RealNetworks, Inc. dated February 6, 2013 | |
99.2 | Information Regarding Non-GAAP Financial Measures |
2
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/ Tim M. Wan | |
Tim M. Wan Chief Financial Officer and Treasurer |
Dated: February 6, 2013
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EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press Release issued by RealNetworks, Inc. dated February 6, 2013 | |
99.2 | Information Regarding Non-GAAP Financial Measures |
Exhibit 99.1
REALNETWORKS ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2012 RESULTS
SEATTLE Feb. 6, 2013 RealNetworks, Inc. (Nasdaq: RNWK) today announced results for the fourth quarter and fiscal year ended Dec. 31, 2012.
Quarterly Summary:
| Revenue of $67.3 million |
| Net income of $3.1 million or $0.09 per diluted share |
| Adjusted EBITDA of $3.3 million |
Full Year Summary:
| Revenue of $258.8 million |
| Net income of $44.8 million or $1.28 per diluted share |
| Adjusted EBITDA loss of $(16.7) million |
| Cash and short term investments of $271.4 million as of Dec. 31, 2012 |
We are pleased that we returned RealNetworks to profitability in the fourth quarter, said Rob Glaser, Chairman and interim CEO of RealNetworks. Having said that, we still have considerable work to do to achieve sustained growth and profitability.
Fourth Quarter Results
For the fourth quarter of 2012, revenue was $67.3 million, a sequential increase of 14% from the third quarter, and a decrease of 16% compared with the fourth quarter of 2011. Revenue trends in each of RealNetworks businesses in the fourth quarter of 2012 compared with the year-earlier quarter were: a 3% increase in Emerging Products revenue to $12.4 million, a 16% decrease in Core Products revenue to $39.2 million and a 27% decrease in Games revenue to $15.7 million.
Net income for the fourth quarter of 2012 was $3.1 million, or $0.09 per diluted share, compared with net loss of $(2.8) million, or $(0.08) per share, in the fourth quarter of 2011. Income in the quarter was affected by restructuring expenses of $(4.4) million and an income tax benefit of $12.1 million. The loss for the year-ago quarter was affected by a $(20.0) million impairment charge for deferred SaaS costs and a tax benefit of $22.7 million.
Adjusted EBITDA for the fourth quarter of 2012 was $3.3 million, compared with $3.8 million for the fourth quarter of 2011. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.
As of Dec. 31, 2012, RealNetworks had $271.4 million in unrestricted cash, cash equivalents and short-term investments compared with $185.1 million as of Dec. 31, 2011, of which approximately $44.9 million is held in foreign jurisdictions. The increase in cash in 2012 was
1
largely due to proceeds from the sale of patents and other assets to Intel Corp. for $120 million in the second quarter of the year, partially offset by cash used in operations and restructuring activities over the year. In addition, RealNetworks had $44.3 million in restricted cash and available-for-sale securities as of Dec. 31, 2012, compared with $47.4 million as of Dec. 31, 2011.
Segment Operating Results
2012 | 2012 | 2011 | ||||||||||
Q4 | Q3 | Q4 | ||||||||||
(in thousands) | ||||||||||||
Revenue |
||||||||||||
Core Products |
$ | 39,186 | $ | 34,078 | $ | 46,693 | ||||||
Emerging Products |
12,370 | 10,134 | 11,974 | |||||||||
Games |
15,708 | 14,876 | 21,552 | |||||||||
Corporate |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 67,264 | $ | 59,088 | $ | 80,219 | ||||||
|
|
|
|
|
|
|||||||
Operating Income (loss) |
||||||||||||
Core Products |
$ | 6,334 | $ | 1,180 | $ | (10,733 | ) | |||||
Emerging Products |
2,425 | (152 | ) | 26 | ||||||||
Games |
(369 | ) | (1,708 | ) | 228 | |||||||
Corporate |
(15,278 | ) | (22,495 | ) | (13,198 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | (6,888 | ) | $ | (23,175 | ) | $ | (23,677 | ) | |||
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|
|
|
|||||||
Adjusted EBITDA |
||||||||||||
Core Products |
$ | 9,244 | $ | 3,736 | $ | 11,382 | ||||||
Emerging Products |
2,732 | 158 | 986 | |||||||||
Games |
276 | (894 | ) | 883 | ||||||||
Corporate |
(8,988 | ) | (9,042 | ) | (9,411 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 3,264 | $ | (6,042 | ) | $ | 3,840 | |||||
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|
|
Full Year Results
For 2012, revenue was $258.8 million, a decrease of 23% compared with $335.7 million for 2011. Foreign currency exchange rate fluctuations negatively affected 2012 revenue by approximately $5.6 million compared with 2011. Revenue trends in each of RealNetworks businesses for the full year 2012 compared with 2011 were: a 9% decrease in Emerging Products revenue to $42.6 million, a 22% decrease in Core Products revenue to $149.2 million and a 31% decrease in Games revenue to $67.1 million.
Net income for the year was $44.8 million, or $1.28 per diluted share, compared with net loss of $(27.1) million, or $(0.79) per share, in 2011. Net income in 2012 included restructuring charges of $(18.5) million, income tax expense of $(12.5) million and a net gain of $116.4 million from the sale of patents and other assets to Intel Corp. The year-ago loss included the $(20.0) million impairment for deferred SaaS costs and an income tax benefit of $17.3 million.
In 2012, adjusted EBITDA was $(16.7) million compared with $17.7 million in 2011. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.
2
Segment Reorganization
Beginning with the first quarter of 2013, RealNetworks is reorganizing its financial reporting to reflect changes in how we intend to manage the businesses and is changing the way we allocate operating expenses within the company to increase efficiency and accountability for financial and operational performance within each business. Therefore, starting with the first quarter of 2013, RealNetworks 2013 financial results will reflect the new corporate organization with the following reporting segments: (1) the RealPlayer Group, which will include RealPlayer, SuperPass and mobile IP sales; (2) Mobile Entertainment, which will include the existing and evolving SaaS services of ringback tones, music on demand, and intercarrier messaging; professional services and systems integration; and Helix software; and (3) Games.
Additionally, going forward more of RealNetworks corporate costs such as finance, HR, legal and facilities will be assigned to each business unit, although certain costs will be retained at the corporate level.
Prior to reporting our first quarter 2013 results in May, RealNetworks expects to file a report on Form 8-K with a description of the new segments and historical results that reflect those new segments.
Business Outlook
For the first quarter of 2013, RealNetworks expects total revenue of $50 million to $53 million, with all segments declining sequentially and year over year. We expect adjusted EBITDA for the quarter to be a loss of $(7) million to $(10) million.
The foregoing forward-looking statements reflect RealNetworks expectations as of Feb. 6, 2013. It is not RealNetworks general practice to update these forward-looking statements until its next quarterly results announcement.
Webcast and Conference Call Information
The company will host an audio Webcast conference call to review results and discuss the companys operations for the fourth quarter at 5:00 p.m. ET on Feb. 6. The Webcast will be available at: http://investor.realnetworks.com
The on-demand Webcast will be available beginning approximately two hours following the conclusion of the live Webcast.
Conference Call Details
5 p.m. ET / 2 p.m. PT
Dial in:
888-790-3162 Domestic
415-228-4854 International
Passcode: Fourth Quarter Earnings
Leader: Rob Glaser
3
Telephonic replay will be available until 8 p.m. ET, Feb. 20, 2013.
Replay dial in:
866-425-0182 Domestic
203-369-0874 International
For More Information:
Investors Only:
Marj Charlier, RealNetworks, 206-225-6785, or mcharlier@realnetworks.com
Press Only:
Michael Eggerling, RealNetworks, 206-832-6308 or meggerling@realnetworks.com
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 http://www.realnetworks.com/about-us
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 reporting 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 reporting segment.
The rationale for managements use of non-GAAP measures is included in the supplementary materials presented with the fourth quarter earnings materials. Please refer to Exhibit 99.2 (Information Regarding Non-GAAP Financial Measures) to the companys 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 for future revenue, adjusted EBITDA, plans to undertake, as well as results and benefits from its business restructuring activities and strategic initiatives. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: fluctuations in foreign currencies; RealNetworks ability to realize operating efficiencies, growth and other benefits from the implementation of its strategic initiatives; the emergence of new entrants and competition in the market for digital media products and services; other competitive risks,
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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; 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 the reported amounts of 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, RealPlayer and GameHouse 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.
5
RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Quarters Ended December 31, |
Years Ended December 31, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Net revenue |
$ | 67,264 | $ | 80,219 | $ | 258,842 | $ | 335,686 | ||||||||
Cost of revenue |
25,098 | 32,089 | 103,731 | 126,637 | ||||||||||||
Impairment of deferred costs |
| 19,962 | | 19,962 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
42,166 | 28,168 | 155,111 | 189,087 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Sale of patents and other technology assets, net of costs (A) |
| | 116,353 | | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
Operating expenses: |
||||||||||||||||
Research and development |
14,027 | 16,012 | 63,194 | 70,212 | ||||||||||||
Sales and marketing |
21,839 | 25,342 | 90,301 | 111,300 | ||||||||||||
General and administrative |
8,788 | 10,163 | 43,891 | 37,181 | ||||||||||||
Restructuring and other charges |
1,353 | 800 | 15,225 | 8,650 | ||||||||||||
Loss (gain) on excess office facilities |
3,047 | (472 | ) | 3,290 | (646 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
49,054 | 51,845 | 215,901 | 226,697 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income (loss) |
(6,888 | ) | (23,677 | ) | 55,563 | (37,610 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income (expenses): |
||||||||||||||||
Interest income, net |
159 | 190 | 1,192 | 1,552 | ||||||||||||
Gain (loss) on sale of equity and other investments, net |
(216 | ) | | 5,072 | | |||||||||||
Equity in net loss of Rhapsody investment |
(1,614 | ) | (2,159 | ) | (5,709 | ) | (7,898 | ) | ||||||||
Other income (expense), net |
(433 | ) | 188 | 1,241 | (473 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense), net |
(2,104 | ) | (1,781 | ) | 1,796 | (6,819 | ) | |||||||||
|
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|
|
|
|
|
|
|||||||||
Income (loss) before income taxes |
(8,992 | ) | (25,458 | ) | 57,359 | (44,429 | ) | |||||||||
Income tax (expense) benefit |
12,065 | 22,694 | (12,518 | ) | 17,329 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ | 3,073 | $ | (2,764 | ) | $ | 44,841 | $ | (27,100 | ) | ||||||
|
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|
|
|
|
|
|||||||||
Basic net income (loss) per share |
$ | 0.09 | $ | (0.08 | ) | $ | 1.29 | $ | (0.79 | ) | ||||||
Diluted net income (loss) per share |
$ | 0.09 | $ | (0.08 | ) | $ | 1.28 | $ | (0.79 | ) | ||||||
Shares used to compute basic net income (loss) per share |
35,250 | 34,258 | 34,873 | 34,185 | ||||||||||||
Shares used to compute diluted net income (loss) per share |
35,450 | 34,258 | 35,122 | 34,185 |
(A) | On April 5, 2012, RealNetworks completed the sale of certain patents and other technology assets to Intel for a cash purchase of $120.0 million. |
RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
December 31, 2012 |
December 31, 2011 |
|||||||
(in thousands) | ||||||||
ASSETS |
| |||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 163,198 | $ | 106,333 | ||||
Short-term investments |
108,216 | 78,739 | ||||||
Trade accounts receivable, net |
30,754 | 41,165 | ||||||
Deferred costs, current portion |
825 | 1,424 | ||||||
Prepaid expenses and other current assets |
19,871 | 21,902 | ||||||
|
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|
|
|||||
Total current assets |
322,864 | 249,563 | ||||||
|
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|
|||||
Equipment, software, and leasehold improvements, at cost: |
||||||||
Equipment and software |
98,041 | 104,352 | ||||||
Leasehold improvements |
22,767 | 25,947 | ||||||
|
|
|
|
|||||
Total equipment, software, and leasehold improvements |
120,808 | 130,299 | ||||||
Less accumulated depreciation and amortization |
91,492 | 92,825 | ||||||
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|
|
|||||
Net equipment, software, and leasehold improvements |
29,316 | 37,474 | ||||||
Restricted cash equivalents and investments |
10,000 | 10,168 | ||||||
Equity method investments |
3,597 | 7,798 | ||||||
Available for sale securities |
34,334 | 37,204 | ||||||
Other assets |
3,153 | 2,954 | ||||||
Deferred costs, non-current portion |
531 | 843 | ||||||
Deferred tax assets, net, non-current portion |
4,911 | 18,419 | ||||||
Other intangible assets, net |
3,275 | 7,169 | ||||||
Goodwill |
6,309 | 6,198 | ||||||
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|
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Total assets |
$ | 418,290 | $ | 377,790 | ||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
| |||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 19,013 | $ | 17,151 | ||||
Accrued and other liabilities |
57,380 | 59,790 | ||||||
Deferred revenue, current portion |
8,675 | 11,835 | ||||||
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|
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Total current liabilities |
85,068 | 88,776 | ||||||
Deferred revenue, non-current portion |
169 | 195 | ||||||
Deferred rent |
2,250 | 2,944 | ||||||
Deferred tax liabilities, net, non-current portion |
432 | 1,443 | ||||||
Other long-term liabilities |
3,250 | 13,145 | ||||||
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|
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Total liabilities |
91,169 | 106,503 | ||||||
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|
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Shareholders equity |
327,121 | 271,287 | ||||||
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|
|||||
Total liabilities and shareholders equity |
$ | 418,290 | $ | 377,790 | ||||
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RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Years Ended December 31, | ||||||||
2012 | 2011 | |||||||
(in thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 44,841 | $ | (27,100 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Depreciation and amortization |
16,959 | 16,895 | ||||||
Stock-based compensation |
8,123 | 11,747 | ||||||
Loss (gain) on equipment, software, and leasehold improvements |
2,509 | (62 | ) | |||||
Equity in net loss of Rhapsody investment |
5,709 | 7,898 | ||||||
Excess tax benefit from stock option exercises |
| (74 | ) | |||||
Accrued loss (gain) on excess office facilities |
3,290 | (646 | ) | |||||
Deferred income taxes, net |
20,324 | (23,985 | ) | |||||
Gain on sale of patent and other technology assets, net of costs |
(116,353 | ) | | |||||
Gain on sale of equity and other investments, net |
(5,072 | ) | | |||||
Realized translation gain |
(1,966 | ) | | |||||
Other |
| 114 | ||||||
Net change in certain operating assets and liabilities |
(11,677 | ) | 14,505 | |||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
(33,313 | ) | (708 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of equipment, software, and leasehold improvements |
(7,170 | ) | (9,873 | ) | ||||
Proceeds from sale of patents and other technology assets, net of costs |
116,353 | | ||||||
Proceeds from sale of equity and other investments |
7,261 | | ||||||
Purchases of short-term investments |
(116,963 | ) | (96,841 | ) | ||||
Proceeds from sales and maturities of short-term investments |
87,487 | 116,405 | ||||||
Decrease (increase) in restricted cash equivalents and investments, net |
167 | (179 | ) | |||||
Payment of acquisition costs, net of cash acquired |
| (2,888 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
87,135 | 6,624 | ||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of common stock (stock options and stock purchase plan) |
3,802 | 3,177 | ||||||
Tax payments from shares withheld upon vesting of restricted stock |
(995 | ) | | |||||
Excess tax benefit from stock option exercises |
| 74 | ||||||
Payment of common stock cash dividend |
| (136,793 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
2,807 | (133,542 | ) | |||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
236 | (2,059 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
56,865 | (129,685 | ) | |||||
Cash and cash equivalents, beginning of period |
106,333 | 236,018 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 163,198 | $ | 106,333 | ||||
|
|
|
|
RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)
2012 | ||||||||||||||||||||
YTD | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Net Revenue by Line of Business: |
||||||||||||||||||||
Core Products (A) |
$ | 149,211 | $ | 39,186 | $ | 34,078 | $ | 38,250 | $ | 37,697 | ||||||||||
Emerging Products (B) |
42,576 | 12,370 | 10,134 | 9,913 | 10,159 | |||||||||||||||
Games (C) |
67,055 | 15,708 | 14,876 | 17,363 | 19,108 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenue |
$ | 258,842 | $ | 67,264 | $ | 59,088 | $ | 65,526 | $ | 66,964 | ||||||||||
|
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|
|
|
|
|
|
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|
|||||||||||
Core Products Revenue by Product: |
||||||||||||||||||||
SaaS (D) |
$ | 90,239 | $ | 22,793 | $ | 20,697 | $ | 23,286 | $ | 23,463 | ||||||||||
Systems Integration / Professional Services (E) |
2,933 | 1,295 | 247 | 965 | 426 | |||||||||||||||
Technology Licensing (F) |
28,381 | 8,906 | 6,079 | 7,189 | 6,207 | |||||||||||||||
Consumer Subscriptions (G) |
27,658 | 6,192 | 7,055 | 6,810 | 7,601 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Core Products net revenue |
$ | 149,211 | $ | 39,186 | $ | 34,078 | $ | 38,250 | $ | 37,697 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue by Geography: |
||||||||||||||||||||
United States |
$ | 117,844 | $ | 28,315 | $ | 29,101 | $ | 28,614 | $ | 31,814 | ||||||||||
Rest of world |
140,998 | 38,949 | 29,987 | 36,912 | 35,150 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenue |
$ | 258,842 | $ | 67,264 | $ | 59,088 | $ | 65,526 | $ | 66,964 | ||||||||||
|
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|
|
|
|
|
|
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|||||||||||
Product Metrics (subscribers and ICM presented as greater than): |
||||||||||||||||||||
Addressable subscribers of mobile operators under contract (H) |
675,000 | 700,000 | 725,000 | 725,000 | ||||||||||||||||
SaaS subscribers (I) |
27,450 | 26,500 | 30,600 | 30,500 | ||||||||||||||||
Monthly SaaS ARPU (in cents) (J) |
$ | 0.19 | $ | 0.17 | $ | 0.16 | $ | 0.15 | ||||||||||||
ICM delivered in billions (K) |
171 | 173 | 162 | 166 | ||||||||||||||||
Consumer subscribers (L) |
300 | 350 | 350 | 400 | ||||||||||||||||
2011 | ||||||||||||||||||||
YTD | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Net Revenue by Line of Business: |
||||||||||||||||||||
Core Products (A) |
$ | 191,240 | $ | 46,693 | $ | 50,705 | $ | 45,735 | $ | 48,107 | ||||||||||
Emerging Products (B) |
46,590 | 11,974 | 10,764 | 12,717 | 11,135 | |||||||||||||||
Games (C) |
97,856 | 21,552 | 22,945 | 25,300 | 28,059 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenue |
$ | 335,686 | $ | 80,219 | $ | 84,414 | $ | 83,752 | $ | 87,301 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Core Products Revenue by Product: |
||||||||||||||||||||
SaaS (D) |
$ | 119,378 | $ | 28,255 | $ | 30,381 | $ | 30,216 | $ | 30,526 | ||||||||||
Systems Integration / Professional Services (E) |
6,843 | 771 | 3,844 | 388 | 1,840 | |||||||||||||||
Technology Licensing (F) |
28,429 | 9,246 | 6,250 | 6,508 | 6,425 | |||||||||||||||
Consumer Subscriptions (G) |
36,590 | 8,421 | 10,230 | 8,623 | 9,316 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Core Products net revenue |
$ | 191,240 | $ | 46,693 | $ | 50,705 | $ | 45,735 | $ | 48,107 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue by Geography: |
||||||||||||||||||||
United States |
$ | 162,720 | $ | 37,298 | $ | 38,969 | $ | 41,984 | $ | 44,469 | ||||||||||
Rest of world |
172,966 | 42,921 | 45,445 | 41,768 | 42,832 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenue |
$ | 335,686 | $ | 80,219 | $ | 84,414 | $ | 83,752 | $ | 87,301 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Product Metrics (subscribers and ICM presented as greater than): |
||||||||||||||||||||
Addressable subscribers of mobile operators under contract (H) |
725,000 | 700,000 | 775,000 | 775,000 | ||||||||||||||||
SaaS subscribers (I) |
30,050 | 34,000 | 34,550 | 35,900 | ||||||||||||||||
Monthly SaaS ARPU (in cents) (J) |
$ | 0.19 | $ | 0.17 | $ | 0.18 | $ | 0.18 | ||||||||||||
ICM delivered in billions (K) |
165 | 162 | 157 | 151 | ||||||||||||||||
Consumer subscribers (L) |
425 | 500 | 475 | 500 |
Net Revenue by Line of Business:
(A) The Core Products segment primarily includes revenue from SaaS services, system integration and professional services to carriers and mobile handset companies, sales of technology licenses of our software products such as Helix for handsets, consumer subscriptions such as SuperPass and our international radio subscription services.
(B) The Emerging Products segment primarily includes revenue from RealPlayer and related products, such as the distribution of third party software products, advertising on RealPlayer websites and sales of RealPlayerPlus software licenses to consumers.
(C) The Games segment primarily includes revenue from sales of games licenses, online games subscription services, advertising on game sites and social network sites, games syndication services, microtransactions from online and social games and sales of mobile games.
Core Products Revenue by Product:
(D) SaaS revenue includes revenue from music on demand (MOD), video on demand (VOD), ringtones, ringback tones (RBT) and intercarrier messaging services provided to network service providers, who are largely mobile phone networks.
(E) Systems Integration / Professional Services revenue includes professional services, other than those associated with software sales, provided to mobile carriers and handset manufacturers.
(F) Technology Licensing includes revenue from sales of software and other intellectual property licenses such as Helix server licenses and Helix software licenses for handsets.
(G) Consumer Subscriptions includes revenue from SuperPass as well as our international radio subscription services.
Product Metrics:
(H) Total subscribers reported at the end of the quarter of mobile carriers that offer one or more of our SaaS services, other than intercarrier messaging services, to their customers.
(I) SaaS subscribers include RBT, MOD and VOD services, measured at the end of the quarter.
(J) Monthly SaaS ARPU (Average Revenue Per User) is calculated by dividing (a) the total quarterly revenue from SaaS subscription services, including RBT, MOD, VOD, by (b) the number of SaaS subscribers at the end of the quarter, and dividing the resulting quotient by three.
(K) ICM (Intercarrier message) represents the total number of messages delivered across our messaging platform during the quarter.
(L) Consumer subscribers primarily includes our SuperPass and GamePass products.
RealNetworks, Inc. and Subsidiaries
Segment Results of Operations
(Unaudited)
2012 | 2011 | 2012 | 2011 | |||||||||||||||||
Q4 | Q3 | Q4 | YTD | YTD | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Core Products |
||||||||||||||||||||
Net revenue |
$ | 39,186 | $ | 34,078 | $ | 46,693 | $ | 149,211 | $ | 191,240 | ||||||||||
Cost of revenue |
17,964 | 17,323 | 20,867 | 70,796 | 83,696 | |||||||||||||||
Impairment of deferred costs |
| | 19,329 | | 19,329 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
21,222 | 16,755 | 6,497 | 78,415 | 88,215 | |||||||||||||||
Gross margin |
54 | % | 49 | % | 14 | % | 53 | % | 46 | % | ||||||||||
Operating expenses |
14,888 | 15,575 | 17,230 | 64,960 | 75,188 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
$ | 6,334 | $ | 1,180 | $ | (10,733 | ) | $ | 13,455 | $ | 13,027 | |||||||||
Adjusted EBITDA |
$ | 9,244 | $ | 3,736 | $ | 11,382 | $ | 24,008 | $ | 43,159 | ||||||||||
Emerging Products |
||||||||||||||||||||
Net revenue |
$ | 12,370 | $ | 10,134 | $ | 11,974 | $ | 42,576 | $ | 46,590 | ||||||||||
Cost of revenue |
2,019 | 2,041 | 3,448 | 7,965 | 11,879 | |||||||||||||||
Impairment of deferred costs |
| | 633 | | 633 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
10,351 | 8,093 | 7,893 | 34,611 | 34,078 | |||||||||||||||
Gross margin |
84 | % | 80 | % | 66 | % | 81 | % | 73 | % | ||||||||||
Operating expenses |
7,926 | 8,245 | 7,867 | 30,809 | 36,011 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
$ | 2,425 | $ | (152 | ) | $ | 26 | $ | 3,802 | $ | (1,933 | ) | ||||||||
Adjusted EBITDA |
$ | 2,732 | $ | 158 | $ | 986 | $ | 4,910 | $ | (206 | ) | |||||||||
Games |
||||||||||||||||||||
Net revenue |
$ | 15,708 | $ | 14,876 | $ | 21,552 | $ | 67,055 | $ | 97,856 | ||||||||||
Cost of revenue |
4,444 | 4,936 | 6,875 | 21,613 | 30,646 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
11,264 | 9,940 | 14,677 | 45,442 | 67,210 | |||||||||||||||
Gross margin |
72 | % | 67 | % | 68 | % | 68 | % | 69 | % | ||||||||||
Operating expenses |
11,633 | 11,648 | 14,449 | 49,804 | 60,633 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
$ | (369 | ) | $ | (1,708 | ) | $ | 228 | $ | (4,362 | ) | $ | 6,577 | |||||||
Adjusted EBITDA |
$ | 276 | $ | (894 | ) | $ | 883 | $ | (1,561 | ) | $ | 9,246 | ||||||||
Corporate |
||||||||||||||||||||
Net revenue |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Cost of revenue |
671 | 944 | 899 | 3,357 | 416 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
(671 | ) | (944 | ) | (899 | ) | (3,357 | ) | (416 | ) | ||||||||||
Gross margin |
N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Gain on sale of patents and other technology assets, net of costs |
| | | 116,353 | | |||||||||||||||
Operating expenses |
14,607 | 21,551 | 12,299 | 70,328 | 54,865 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
$ | (15,278 | ) | $ | (22,495 | ) | $ | (13,198 | ) | $ | 42,668 | $ | (55,281 | ) | ||||||
Adjusted EBITDA |
$ | (8,988 | ) | $ | (9,042 | ) | $ | (9,411 | ) | $ | (44,061 | ) | $ | (34,508 | ) | |||||
Total |
||||||||||||||||||||
Net revenue |
$ | 67,264 | $ | 59,088 | $ | 80,219 | $ | 258,842 | $ | 335,686 | ||||||||||
Cost of revenue |
25,098 | 25,244 | 32,089 | 103,731 | 126,637 | |||||||||||||||
Impairment of deferred costs |
| | 19,962 | | 19,962 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
42,166 | 33,844 | 28,168 | 155,111 | 189,087 | |||||||||||||||
Gross margin |
63 | % | 57 | % | 35 | % | 60 | % | 56 | % | ||||||||||
Gain on sale of patents and other technology assets, net of costs |
| | | 116,353 | | |||||||||||||||
Operating expenses |
49,054 | 57,019 | 51,845 | 215,901 | 226,697 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
$ | (6,888 | ) | $ | (23,175 | ) | $ | (23,677 | ) | $ | 55,563 | $ | (37,610 | ) | ||||||
Adjusted EBITDA |
$ | 3,264 | $ | (6,042 | ) | $ | 3,840 | $ | (16,704 | ) | $ | 17,691 |
RealNetworks, Inc. and Subsidiaries
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by reporting segment
(Unaudited)
2012 | 2011 | 2012 | 2011 | |||||||||||||||||
Q4 | Q3 | Q4 | YTD | YTD | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Core Products |
||||||||||||||||||||
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by reporting segment: |
||||||||||||||||||||
Operating income (loss) |
$ | 6,334 | $ | 1,180 | $ | (10,733 | ) | $ | 13,455 | $ | 13,027 | |||||||||
Acquisitions related intangible asset amortization |
809 | 796 | 789 | 3,193 | 2,806 | |||||||||||||||
Depreciation and amortization |
2,101 | 1,760 | 1,997 | 7,360 | 7,997 | |||||||||||||||
Impairment of deferred costs |
| | 19,329 | | 19,329 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ | 9,244 | $ | 3,736 | $ | 11,382 | $ | 24,008 | $ | 43,159 |
Emerging Products |
||||||||||||||||||||
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by reporting segment: |
||||||||||||||||||||
Operating income (loss) |
$ | 2,425 | $ | (152 | ) | $ | 26 | $ | 3,802 | $ | (1,933 | ) | ||||||||
Acquisitions related intangible asset amortization |
62 | 62 | 79 | 282 | 211 | |||||||||||||||
Depreciation and amortization |
245 | 248 | 248 | 826 | 883 | |||||||||||||||
Impairment of deferred costs |
| | 633 | | 633 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ | 2,732 | $ | 158 | $ | 986 | $ | 4,910 | $ | (206 | ) |
Games |
||||||||||||||||||||
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by reporting segment: |
||||||||||||||||||||
Operating income (loss) |
$ | (369 | ) | $ | (1,708 | ) | $ | 228 | $ | (4,362 | ) | $ | 6,577 | |||||||
Acquisitions related intangible asset amortization |
| 171 | 229 | 587 | 996 | |||||||||||||||
Depreciation and amortization |
645 | 643 | 426 | 2,214 | 1,673 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ | 276 | $ | (894 | ) | $ | 883 | $ | (1,561 | ) | $ | 9,246 |
Corporate |
||||||||||||||||||||
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by reporting segment: |
||||||||||||||||||||
Operating income (loss) |
$ | (15,278 | ) | $ | (22,495 | ) | $ | (13,198 | ) | $ | 42,668 | $ | (55,281 | ) | ||||||
Other income (expense), net |
(433 | ) | 248 | 188 | 1,241 | (473 | ) | |||||||||||||
Depreciation and amortization |
619 | 636 | 608 | 2,497 | 2,329 | |||||||||||||||
Restructuring and other charges |
1,353 | 10,724 | 800 | 15,225 | 8,650 | |||||||||||||||
Stock-based compensation |
1,704 | 1,602 | 2,663 | 7,371 | 10,913 | |||||||||||||||
Gain on sale of patents and other technology assets, net of costs |
| | | (116,353 | ) | | ||||||||||||||
Loss (Gain) on excess office facilities |
3,047 | 243 | (472 | ) | 3,290 | (646 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ | (8,988 | ) | $ | (9,042 | ) | $ | (9,411 | ) | $ | (44,061 | ) | $ | (34,508 | ) |
Total |
||||||||||||||||||||
Reconciliation of GAAP operating income (loss) to adjusted EBITDA: |
||||||||||||||||||||
Operating income (loss) |
$ | (6,888 | ) | $ | (23,175 | ) | $ | (23,677 | ) | $ | 55,563 | $ | (37,610 | ) | ||||||
Other income (expense), net |
(433 | ) | 248 | 188 | 1,241 | (473 | ) | |||||||||||||
Acquisitions related intangible asset amortization |
871 | 1,029 | 1,097 | 4,062 | 4,013 | |||||||||||||||
Depreciation and amortization |
3,610 | 3,287 | 3,279 | 12,897 | 12,882 | |||||||||||||||
Loss (Gain) on excess office facilities |
3,047 | 243 | (472 | ) | 3,290 | (646 | ) | |||||||||||||
Restructuring and other charges |
1,353 | 10,724 | 800 | 15,225 | 8,650 | |||||||||||||||
Stock-based compensation |
1,704 | 1,602 | 2,663 | 7,371 | 10,913 | |||||||||||||||
Impairment of deferred costs |
| | 19,962 | | 19,962 | |||||||||||||||
Gain on sale of patents and other technology assets, net of costs |
| | | (116,353 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA |
$ | 3,264 | $ | (6,042 | ) | $ | 3,840 | $ | (16,704 | ) | $ | 17,691 |
EXHIBIT 99.2
About Non-GAAP Financial Measures
To supplement RealNetworks condensed consolidated financial statements presented in accordance with GAAP, the Company presents investors with certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA by reporting segment. Adjusted EBITDA and adjusted EBITDA by reporting segment consist of operating income (loss) and includes other income (expense) net, but excludes the impact of the following: depreciation and amortization; acquisitions-related intangible asset amortization; stock-based compensation; impairment of deferred costs; restructuring and other charges; gain on sale of patents and other technology assets, net of costs; and gain/loss on excess office facilities. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.
RealNetworks believes that the presentation of adjusted EBITDA and adjusted EBITDA by reporting segment provide important supplemental information to management and investors regarding financial and business trends relating to the Companys financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with RealNetworks past financial reports, and also facilitates comparisons with other companies in the Companys industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used these non-GAAP measures when evaluating operating performance because the inclusion or exclusion of the items described above provides additional useful measures of the Companys operating results and facilitates comparisons of the Companys core operating performance against prior periods and its business model objectives. The Company has chosen to provide this information to investors in order to enable them to perform additional analyses of past, present and future operating performance, to enable them to compare RealNetworks with other companies, and as a supplemental means to evaluate the Companys ongoing operations. Externally, the Company believes that adjusted EBITDA is useful to investors in their assessment of RealNetworks operating performance and the valuation of the Company.
Internally, adjusted EBITDA and adjusted EBITDA by reporting segment are significant measures used by management for purposes of:
| supplementing the financial results and forecasts reported to the Companys board of directors; |
| evaluating the operating performance of RealNetworks, which includes direct and incrementally controllable revenue and costs of operations but excludes items considered by management to be non-cash or non-operating such as interest income and expense, stock-based compensation, tax expense, depreciation and amortization, impairment of deferred costs and long-lived assets, and other items that are not within managements control; |
| managing and comparing performance internally across the Companys businesses and externally against the Companys peers; |
| establishing internal operating budgets; and |
| evaluating and valuing potential acquisition candidates. |
Adjusted EBITDA and adjusted EBITDA by reporting segment are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of RealNetworks business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of RealNetworks results as reported under GAAP. The Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from its non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. Some of the limitations in relying on the Companys non-GAAP financial measures are that adjusted EBITDA and adjusted EBITDA by reporting segment are measures that the Company has defined for internal and investor purposes and are not in accordance with GAAP. A further limitation associated with these measures is that they do not include all costs and income that impact the Companys operating income (loss). The Company compensates for these limitations by prominently disclosing GAAP operating income (loss), which the Company believes is the most directly comparable GAAP measure, and providing investors with reconciliations from GAAP operating income (loss) to adjusted EBITDA and to adjusted EBITDA by reporting segment.
RealNetworks has included reconciliations of GAAP operating income (loss) to adjusted EBITDA and GAAP operating income (loss) by reporting segment to adjusted EBITDA by reporting segment for the relevant periods in the financial tables of its earnings press release, which is included as Exhibit 99.1 to this report.