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    REALNETWORKS ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS

    11/8/22 4:01:00 PM ET
    $RNWK
    Computer Software: Prepackaged Software
    Technology
    Get the next $RNWK alert in real time by email

    SEATTLE, Nov. 8, 2022 /PRNewswire/ -- RealNetworks, Inc. (NASDAQ:RNWK), an emerging leader in AI-based software and solutions, today announced its financial results for the third quarter ended September 30, 2022.

    • Revenue was $11.7 million, net loss of $(6.7) million and Adjusted EBITDA loss of $(5.8) million
    • SAFR Scan received its first large order and smaller orders are creating a sales opportunity pipeline
    • Pending merger process continues and the company is managing its resources responsibly through the process

    Management Commentary

    "In the third quarter we continued to manage our business rigorously while Real's transition moves forward. Shareholders will be asked to vote on the Merger Agreement and approval of the merger at a shareholder meeting which we expect to take place December 14, 2022," said Rob Glaser, Founder, Chairman, and Chief Executive Officer of RealNetworks. "Our financial results showed stable revenue sequentially, while our bottom line was negatively impacted by costs associated with the potential go private transaction. We will continue to manage our resources responsibly through the transition."

    Mr. Glaser continued: "SAFR Scan has been receiving encouraging feedback from initial clients, and during the quarter we closed our first large SAFR Scan customer as well as a pipeline of sales opportunities for this exciting new product."

    Third Quarter 2022 Financial Results

    • Revenue was $11.7 million, compared to $11.9 million in the prior quarter and $14.3 million in the prior year period.
    • Net loss attributable to RealNetworks was ($6.7) million, or $(0.14) per diluted share, compared to a net loss of ($5.1) million, or $(0.11) per diluted share, in the prior quarter and a net loss of ($7.7) million, or ($0.16) per diluted share, in the prior year period.
    • Adjusted EBITDA was a loss of $(5.8) million compared to Adjusted EBITDA loss of $(4.2) million in the prior quarter and Adjusted EBITDA loss of $(2.7) million in the prior year period.

    Corporate Developments

    During the quarter, it was announced that RealNetworks and Founder, Chairman and CEO Rob Glaser entered into a definitive merger agreement pursuant to which the company will merge with and into Greater Heights LLC, an affiliate of Mr. Glaser, and each outstanding share of common stock of the Company will be converted into the right to receive cash consideration of $0.73 per share. The Company's shareholders will be asked to vote upon the adoption of the Merger Agreement and approval of the merger at a shareholder meeting on December 14, 2022. The transaction is expected to close in the fourth quarter of 2022.

    Given the pending merger, the Company will not be providing any forward-looking guidance, and is withdrawing any previously provided goals and outlook.

    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 1-877-550-1707 (United States) or 1-848-488-9020 (International). A telephonic replay of the call will also be available shortly after the completion of the call, until 11:59 pm ET on November 22, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 11152769.

    A live webcast will be available on RealNetworks's 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 rich history 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. Real's portfolio includes SAFR, the world's premier computer vision platform for live video; KONTXT, an industry leading NLP (Natural Language Processing) platform for text and multi-media analysis; and leveraging its digital media expertise, a mobile games business focused on the large free-to-play segment. For information about all of our products, visit www.realnetworks.com.

    About Non-GAAP Financial Measures

    To supplement RealNetworks's 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.

    Additional Information and Where to Find It

    RealNetworks, its directors and certain executive officers are participants in the solicitation of proxies from shareholders in connection with the pending merger of RealNetworks (the "Transaction"). RealNetworks has filed a definitive proxy statement (the "Transaction Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies to approve the Transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, is included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. To the extent that holdings of RealNetworks's securities have changed since the amounts printed in the Transaction Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Prior to the special meeting to consider the Transaction, RealNetworks will furnish a Transaction Proxy Statement to is shareholders, together with a proxy card. SHAREHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT REALNETWORKS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by RealNetworks with the SEC in connection with the Transaction at the SEC's website (http://www.sec.gov). Copies of RealNetworks's Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by RealNetworks with the SEC in connection with the Transaction will also be available, free of charge, from RealNetworks's website at www.realnetworks.com.

    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, the anticipated closing of the merger, expectations following the closing of the merger, our financial condition and liquidity, our strategic focus and initiatives, product plans, and agreements with partners. 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: the possibility that the conditions to the closing of the merger are not satisfied, including the risk that required shareholder approval for the merger is not obtained; potential litigation relating to the merger; uncertainties as to the timing of the consummation of the merger; the ability of each party to consummate the merger; risks relating to the substantial costs and diversion of personnel's attention and resources due to the merger; 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; issues with the use of AI; potential outcomes and effects of claims and legal proceedings; risks associated with key customer or strategic relationships and business acquisitions and dispositions; challenges caused by the COVID-19 pandemic; disruptions in the global financial markets, including changes in consumer spending and impacts to credit availability, and fluctuations in foreign currencies; volatility of our stock price; material asset impairment; continued declines in subscription revenue; difficulty recruiting and retaining key personnel; regulatory, tax, accounting, and cross-border risks; and risks related to our governance structure. More information about potential risk factors that could affect our business and financial results is included in RealNetworks's latest annual report on Form 10-K for year ended December 31, 2021, 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 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

    Brian M. Prenoveau, CFA

    MZ North America

    561-489-5315

    [email protected] 

    RNWK-F

     

    RealNetworks, Inc. and Subsidiaries

    Condensed Consolidated Statements of Operations

    (Unaudited)









    Quarter Ended

    September 30,



    Nine Months Ended

    September 30,















    2022



    2021



    2022



    2021



























     (in thousands, except per share data)





















     Net revenue





    $       11,708



    $       14,332



    $       36,840



    $       44,781

     Cost of revenue





    2,787



    3,119



    8,228



    10,370

               Gross profit





    8,921



    11,213



    28,612



    34,411





















     Operating expenses:



















           Research and development





    4,870



    5,250



    16,000



    17,818

           Sales and marketing





    4,726



    7,177



    13,810



    17,573

           General and administrative





    6,020



    4,228



    14,918



    13,502

    Fair value adjustments to contingent consideration liability





    —



    —



    —



    (1,040)

           Restructuring and other charges





    118



    1,017



    573



    4,906





















               Total operating expenses





    15,734



    17,672



    45,301



    52,759





















     Operating loss





    (6,813)



    (6,459)



    (16,689)



    (18,348)





















     Other income (expenses):



















           Interest expense





    (3)



    (27)



    (47)



    (146)

           Interest income





    7



    7



    21



    27

           Gain on forgiveness of Paycheck Protection Program loan





    —



    —



    —



    2,897

           Loss on equity and other investments, net





    (207)



    (1,229)



    (806)



    (6,070)

           Other income, net





    364



    46



    651



    2,066





















               Total other income (expenses), net





    161



    (1,203)



    (181)



    (1,226)





















    Loss before income taxes





    (6,652)



    (7,662)



    (16,870)



    (19,574)

    Income tax expense





    16



    6



    159



    133





















    Net loss





    (6,668)



    (7,668)



    (17,029)



    (19,707)

    Net loss attributable to noncontrolling interests





    —



    —



    —



    (244)

    Net loss attributable to RealNetworks





    $        (6,668)



    $        (7,668)



    $      (17,029)



    $      (19,463)





















    Net loss per share attributable to RealNetworks- Basic





    $          (0.14)



    $          (0.16)



    $          (0.36)



    $          (0.45)





















    Net loss per share attributable to RealNetworks- Diluted





    $          (0.14)



    $          (0.16)



    $          (0.36)



    $          (0.45)





















     Shares used to compute basic net loss per share





    47,506



    47,055



    47,367



    43,312

     Shares used to compute diluted net loss per share





    47,506



    47,055



    47,367



    43,312

     

    RealNetworks, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets

    (Unaudited)





    September 30,

    2022



    December 31,

    2021



     (in thousands)

    ASSETS

     Current assets:







     Cash and cash equivalents

    $                         9,156



    $                      27,109

     Trade accounts receivable, net

    8,659



    9,556

     Deferred costs, current portion

    45



    49

     Investments

    —



    1,755

     Prepaid expenses and other current assets

    4,179



    3,166

     Total current assets

    22,039



    41,635









     Equipment and software

    22,086



    29,464

     Leasehold improvements

    1,678



    2,750

     Total equipment, software, and leasehold improvements

    23,764



    32,214

     Less accumulated depreciation and amortization

    22,700



    30,744

     Net equipment, software, and leasehold improvements

    1,064



    1,470









     Operating lease assets

    3,092



    3,992

     Restricted cash equivalents

    1,500



    1,630

     Other assets

    2,680



    2,878

     Deferred tax assets, net

    517



    727

     Goodwill

    16,116



    16,976









     Total assets

    $                      47,008



    $                      69,308









     LIABILITIES AND SHAREHOLDERS' EQUITY









     Current liabilities:







     Accounts payable

    $                         1,951



    $                         2,578

     Accrued and other current liabilities

    11,637



    13,286

     Deferred revenue, current portion

    2,245



    2,614

     Total current liabilities

    15,833



    18,478









     Deferred revenue, non-current portion

    60



    183

     Deferred tax liabilities, net

    995



    1,132

     Long-term lease liabilities

    1,703



    2,300

     Other long-term liabilities

    10



    1,142









     Total liabilities

    18,601



    23,235

















     Total equity

    28,407



    46,073









     Total liabilities and equity

    $                      47,008



    $                      69,308

     

    RealNetworks, Inc. and Subsidiaries

    Condensed Consolidated Statements of Cash Flows

    (Unaudited)





    Nine Months Ended September 30,



    2022



    2021



     (in thousands)



    Cash flows from operating activities:







    Net loss

    $                       (17,029)



    $                       (19,707)

    Adjustment to reconcile net loss to net cash used in operating activities:







    Depreciation and amortization

    530



    600

    Stock-based compensation

    1,789



    3,789

    Loss on equity and other investments, net

    806



    6,070

    Loss on impairment of operating lease assets

    —



    2,461

    Deferred income taxes, net

    93



    —

    Foreign currency gain

    (624)



    (62)

    Fair value adjustments to contingent consideration liability

    —



    (1,040)

    Gain on deconsolidation of subsidiary

    —



    (1,961)

    Gain on forgiveness of Paycheck Protection Program loan

    —



    (2,897)

    Net change in certain operating assets and liabilities

    (1,928)



    1,331

    Net cash used in operating activities

    (16,363)



    (11,416)

    Cash flows from investing activities:







    Purchases of equipment, software, and leasehold improvements

    (211)



    (280)

    Deconsolidation of subsidiary, net

    —



    (836)

    Other

    (595)



    —

    Net cash used in investing activities

    (806)



    (1,116)

    Cash flows from financing activities:







    Proceeds from issuance of common stock (stock options)

    —



    534

    Proceeds from equity offering, net of costs

    —



    20,114

    Tax payments from shares withheld upon vesting of restricted stock

    (102)



    (186)

    Payment of contingent consideration liability

    —



    (2,500)

    Net cash provided by (used in) financing activities

    (102)



    17,962

    Effect of exchange rate changes on cash, cash equivalents and restricted cash

    (812)



    (380)

    Net decrease in cash, cash equivalents and restricted cash

    (18,083)



    5,050

    Cash, cash equivalents, and restricted cash, beginning of period

    28,739



    25,570

    Cash, cash equivalents, and restricted cash, end of period

    $                        10,656



    $                        30,620

     

    RealNetworks, Inc. and Subsidiaries

    Supplemental Financial Information

    (Unaudited)







    2022



    2021







     Q3



     Q2



    Q1



     Q4



     Q3



     Q2



     Q1





     (in thousands)

    Net Revenue by Segment





























    Consumer Media (A)





    $   1,415



    $    2,499



    $    2,111



    $    2,168



    $    2,763



    $    2,061



    $    3,309

    Mobile Services (B)





    5,226



    4,457



    5,640



    5,680



    5,772



    6,356



    5,980

    Games (C)





    5,067



    4,900



    5,525



    5,554



    5,797



    6,144



    6,599

         Total net revenue





    $ 11,708



    $  11,856



    $  13,276



    $  13,402



    $  14,332



    $  14,561



    $  15,888

































    Net Revenue by Product































    Consumer Media































    - Software License (D)





    $      248



    $    1,393



    $       987



    $       854



    $    1,506



    $       841



    $    1,875

    - Subscription Services (E)





    682



    710



    742



    768



    779



    793



    818

    - Product Sales (F)





    280



    144



    163



    268



    270



    330



    438

    - Advertising & Other (G)





    205



    252



    219



    278



    208



    97



    178

































    Mobile Services































    - Software License (H)





    2,005



    879



    1,531



    1,616



    1,459



    1,931



    1,391

    - Subscription Services (I)





    3,221



    3,578



    4,109



    4,064



    4,313



    4,425



    4,589

































    Games































    - Subscription Services (J)





    2,052



    2,116



    2,219



    2,286



    2,361



    2,431



    2,528

    - Product Sales (K)





    2,090



    1,986



    2,377



    2,453



    2,612



    2,830



    3,163

    - Advertising & Other (L)





    925



    798



    929



    815



    824



    883



    908

































































         Total net revenue





    $ 11,708



    $  11,856



    $  13,276



    $  13,402



    $  14,332



    $  14,561



    $  15,888

































    Net Revenue by Geography































    United States





    $   7,004



    $    8,237



    $    8,187



    $    8,126



    $    9,227



    $    9,209



    $    9,932

    Rest of world





    4,704



    3,619



    5,089



    5,276



    5,105



    5,352



    5,956

         Total net revenue





    $ 11,708



    $  11,856



    $  13,276



    $  13,402



    $  14,332



    $  14,561



    $  15,888































































    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 facial recognition platform, SAFR, and our integrated RealTimes platform.

    (I) Subscription services revenue within Mobile Services includes revenue from our messaging products, including Metcalf intercarrier messaging services and KONTXT, as well as ringback tones and 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, as well as 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)







    2022



    2021



    2022



    2021





    Q3



    Q2



    Q3



    YTD



    YTD





     (in thousands)

    Consumer Media











































    Net revenue



    $   1,415



    $   2,499



    $   2,763



    $   6,025



    $   8,133

    Cost of revenue



    374



    432



    418



    1,194



    1,393

    Gross profit



    1,041



    2,067



    2,345



    4,831



    6,740























    Gross margin



    74 %



    83 %



    85 %



    80 %



    83 %























    Operating expenses



    1,371



    1,397



    1,495



    4,240



    6,028

    Operating income (loss), a GAAP measure



    $     (330)



    $      670



    $      850



    $      591



    $      712

    Depreciation and amortization



    13



    14



    16



    43



    37























    Contribution margin, a non-GAAP measure



    $     (317)



    $      684



    $      866



    $      634



    $      749























    Mobile Services











































    Net revenue



    $   5,226



    $   4,457



    $   5,772



    $ 15,323



    $ 18,108

    Cost of revenue



    1,116



    965



    1,282



    3,126



    4,291

    Gross profit



    4,110



    3,492



    4,490



    12,197



    13,817























    Gross margin



    79 %



    78 %



    78 %



    80 %



    76 %























    Operating expenses



    5,950



    6,510



    5,890



    19,126



    18,367

    Operating loss, a GAAP measure



    $  (1,840)



    $ (3,018)



    $ (1,400)



    $ (6,929)



    $ (4,550)

    Depreciation and amortization



    77



    104



    80



    265



    243























    Contribution margin, a non-GAAP measure



    $  (1,763)



    $ (2,914)



    $ (1,320)



    $ (6,664)



    $ (4,307)























    Games











































    Net revenue



    $   5,067



    $   4,900



    $   5,797



    $ 15,492



    $ 18,540

    Cost of revenue



    1,288



    1,300



    1,414



    3,883



    4,671

    Gross profit



    3,779



    3,600



    4,383



    11,609



    13,869























    Gross margin



    75 %



    73 %



    76 %



    75 %



    75 %























    Operating expenses



    3,648



    3,826



    4,844



    11,473



    14,791

    Operating income (loss), a GAAP measure



    $      131



    $     (226)



    $    (461)



    $      136



    $    (922)

    Depreciation and amortization



    18



    61



    78



    140



    235























    Contribution margin, a non-GAAP measure



    $      149



    $     (165)



    $    (383)



    $      276



    $    (687)























    Corporate











































    Cost of revenue



    $          9



    $          8



    $          5



    $        25



    $        15

    Gross profit



    (9)



    (8)



    (5)



    (25)



    (15)























    Gross margin



    N/A



    N/A



    N/A



    N/A



    N/A























    Operating expenses



    4,765



    2,337



    5,443



    10,462



    13,573

    Operating loss, a GAAP measure



    $  (4,774)



    $  (2,345)



    $  (5,448)



    $  (10,487)



    $  (13,588)

    Other income (expense), net



    364



    268



    46



    651



    105

    Foreign currency (gain) loss



    (349)



    (272)



    (47)



    (624)



    (62)

    Depreciation and amortization



    28



    25



    29



    82



    85

    Fair value adjustments to contingent consideration liability



    —



    —



    —



    —



    (1,040)

    Restructuring and other charges



    118



    165



    1,017



    573



    4,906

    Stock-based compensation



    727



    367



    2,518



    1,789



    3,789























    Contribution margin, a non-GAAP measure



    $  (3,886)



    $  (1,792)



    $  (1,885)



    $  (8,016)



    $  (5,805)

     

    RealNetworks, Inc. and Subsidiaries

    Reconciliation of Net loss to adjusted EBITDA, a non-GAAP measure

    (Unaudited)







    2022



    2021



    2022



    2021





    Q3



    Q2



    Q3



     YTD



     YTD





    (in thousands)























    Reconciliation of GAAP Net loss to adjusted EBITDA:



































    Net loss



    $    (6,668)



    $     (5,136)



    $     (7,668)



    $   (17,029)



    $   (19,707)

    Income tax expense



    16



    60



    6



    159



    133

    Interest expense



    3



    22



    27



    47



    146

    Interest income



    (7)



    (7)



    (7)



    (21)



    (27)

    Loss on equity and other investments, net



    207



    410



    1,229



    806



    6,070

    Foreign currency (gain) loss



    (349)



    (272)



    (47)



    (624)



    (62)

    Depreciation and amortization



    136



    204



    203



    530



    600

    Fair value adjustments to contingent consideration liability



    —



    —



    —



    —



    (1,040)

    Gain on forgiveness of Paycheck Protection Program loan



    —



    —



    —



    —



    (2,897)

    Gain on deconsolidation of subsidiary



    —



    —



    —



    —



    (1,961)

    Restructuring and other charges



    118



    165



    1,017



    573



    4,906

    Stock-based compensation



    727



    367



    2,518



    1,789



    3,789

       Adjusted EBITDA, a non-GAAP measure



    $     (5,817)



    $     (4,187)



    $     (2,722)



    $   (13,770)



    $   (10,050)

     

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