UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
|
| | | | | | | |
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 20172020
|
| | | | | | | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-37745
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
|
| | | | | | | |
| Washington | | 91-1628146 |
| (State of incorporation) | | (I.R.S. Employer Identification Number) |
| 1501 First Avenue South, Suite 600, Seattle, Washington, 98134 |
(206) 674-2700
(Address of principal executive offices, zip code, telephone number)
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | | | | |
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered |
Common Stock, Par Value $0.001 per share | RNWK | The NASDAQ Stock Market |
| Preferred Share Purchase Rights | RNWK | The NASDAQ Stock Market The NASDAQ Stock Market
|
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨Noþ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
|
| | | | | | | | | | | | | |
Large accelerated filer ¨ | | | | Accelerated filer þ¨ |
Non-accelerated filer ¨þ | (Do not check if a smaller reporting company) | | Smaller reporting company ¨þ |
| | | | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the common stock held by non-affiliates of the registrant was $104$31 million on June 30, 2017,2020, based on the closing price of the common stock on that date, as reported on the Nasdaq Global Select Market. Shares held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. In the case of 10% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant’s common stock outstanding as of February 23, 2018March 1, 2021 was 37,341,387.38,525,790.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference the information required by Part III of this Annual Report from its Proxy Statement relating to its 20182021 Annual Meeting of Shareholders or an amendment to this Form 10-K, to be filed within 120 days after the end of its fiscal year ended December 31, 2017.2020.
TABLE OF CONTENTS
| | | | | | | | |
| | |
| | Page |
| | Page |
| PART I |
PART I |
| Item 1. | | |
| Item 1A. | | |
| Item 1B. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
|
| PART II |
| Item 5. | | |
| Item 6. | | |
| Item 7. | | |
| Item 7A. | | |
| Item 8. | | |
| Item 9. | | |
| Item 9A. | | |
| Item 9B. | | |
|
| PART III |
| Item 10. | | |
| Item 11. | | |
| Item 12. | | |
| Item 13. | | |
| Item 14. | | |
|
| PART IV |
| Item 15. | | |
| |
| |
PART I.
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about RealNetworks’ industry, products, management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements include statements with respect to:
•the expected benefits and other consequences of our growth plans, strategic initiatives, and restructurings;
•our expected introduction, and related monetization, of new and enhanced products, services and technologies across our businesses;
•future revenues, operating expenses, income and other taxes, tax benefits, net income (loss) per diluted share available to common shareholders, acquisition costs and related amortization, and other measures of results of operations;
•the effects of our past acquisitions, including our January 2019 acquisition of a controlling interest in Napster and subsequent sale of our entire Napster interest in December 2020, and expectations for future acquisitions and divestitures;
•plans, strategies and expected opportunities for future growth, increased profitability and innovation;
the•our expected financial position, performance, growthincluding liquidity, cash usage and profitability of, and investment in, our businessesconservation, and the availability of resources;funding or other resources, and the potential for forgiveness of certain loans;
•the effects of legislation, regulations, administrative proceedings, court rulings, settlement negotiations and other factors that may impact our businesses;
•the continuation and expected nature of certain customer relationships;
•impacts of competition and certain customer relationships on the future financial performance and growth of our businesses;
•our involvement in potential claims, legal proceedings and government investigations, and the potential outcomes and effects of such potential claims, legal proceedings and governmental investigations on our business, prospects, financial condition or results of operations;
•the effects of U.S. and foreign income and other taxes on our business, prospects, financial condition or results of operations; and
•the effect of economic and market conditions, including global pandemics and financial crises, on our business, prospects, financial condition or results of operations.
These statements are not guarantees of future performance and actual actions or results may differ materially. These statements are subject to certain risks, uncertainties and assumptions that are difficult to predict, including those noted in the documents incorporated herein by reference. Particular attention should also be paid to the cautionary language in Item 1A entitled “Risk Factors.” RealNetworks undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise, unless required by law. Readers should, however, carefully review the risk factors included in other reports or documents filed by RealNetworks from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.
Overview
RealNetworks creates innovative technology products and services that make it easy to connect with and enjoy digital media. We invented the streaming media category in 1995 and continuecontinues to connect consumers with theirbuild on its foundation of digital media both directlyexpertise and through partners, aiminginnovation, creating a new generation of products and services to support every network, device, media typeenhance and social network.secure our daily lives. In recent years, we have increasingly focused on developing artificial intelligence (AI)-based products and services such as our Secure Accurate Facial Recognition (SAFR) computer vision platform and our Kontxt natural language processing-based message classification and analysis product. We provide our digital media productssoftware and services to consumers, mobile carriers, device manufacturers, system integrators, and other businesses.
Consumers use our digital media products and services to store, organize, play, manage and enjoy their digital media content, either directly from us or through our distribution partners. For 25 years, RealNetworks has advanced the renowned RealPlayer, which has provided millions of people worldwide a powerful way to download, store, organize, and experience the rapidly expanding universe of digital media content, regardless of format. Our SAFR computer vision platform, a key investment initiative for us, enables new applications for security, convenience, and analytics, and is optimized for live video. Our consumer products feature GameHouse Original Stories, a unique IP portfolio of free-to-play mobile games. Our consumer products also include ringback tones, which we license to mobile operators, and services include our casual games, our ringback tone and messaging tools, and RealPlayer, our widely distributed media player. Our video compression and enhancement technology, is licensedwhich we primarily license to OEMs, including manufacturers of mobile devices, smart TVs, and set-top boxes. Our product line also includes Kontxt, our AI-based platform for categorizing Application to Person (A2P) messages to help messaging aggregators and mobile carriers provide a better customer experience, strengthen customer loyalty, and drive new revenue through text message management, classification and anti-spam.
The monetization, distribution, and licensing of our technology products and services are heavily dependent on contracts with third parties, such as mobile carriers, system integrators, and device manufacturers.
We were incorporated in 1994 in the State of Washington. Our common stock is listed on the NASDAQ Stock Market under the symbol “RNWK.”"RNWK."
In this Annual Report on Form 10-K ("10-K") for the year ended December 31, 2017,2020, RealNetworks, Inc., together with its subsidiaries, is referred to as “RealNetworks,”"RealNetworks," the “Company,” “we,” “us,”"Company," "we," "us," or “our.” “RealPlayer,” “RealMedia,”"our." "RealPlayer," "RMHD," "RealMedia," "GameHouse," "Kontxt," "SAFR" and other trademarks of ours appearing in this report are our property.
Segments
We report revenue and operating income (loss) in three segments: (1) Consumer Media, (2) Mobile Services, and (3) Games. We allocateRealNetworks allocates to our reportableits Consumer Media, Mobile Services, and Games segments certain corporate expenses which are directly attributable to supporting the business,these businesses, including but not limited to a portion of finance, IT, legal, human resources and headquarters facilities. Remaining expenses, which are not directly attributable to supporting the business,these businesses, are reported as corporate items. AlsoThese corporate items also can include restructuring charges and stock compensation expense.
As described in Note 4. Acquisitions and Dispositions, RealNetworks acquired an additional 42% interest in Rhapsody International, Inc. (doing business as Napster) on January 18, 2019, which brought our ownership of Napster's outstanding stock to 84%, thus giving us a majority voting interest. For fiscal periods following the closing of the acquisition, we consolidated Napster's financial results into our financial statements, where Napster was reported as a separate segment. In August 2020, we entered into a Support Agreement in connection with the execution by Napster of a definitive agreement pursuant to which Napster would become a wholly owned subsidiary of MelodyVR Group PLC. The transaction closed on December 30, 2020, resulting in our corporate segment are restructuring charges, lease exitfull disposition of our Napster stake. Effective on the execution of the Napster/MelodyVR merger agreement on August 25, 2020, Napster was treated as discontinued operations for accounting and related charges,disclosure purposes. As such, Napster's operating results for the years ended December 31, 2020 and 2019 and financial condition as well as stock compensation charges.of December 31, 2019 have been recast to conform to this presentation.
Consumer Media
In our Consumer Media segment, revenue is primarily derived from the licensing of our portfolio of video codecs.compression and enhancement technology, also known as codec technology. Codecs are an encoding and decoding technology which are designed to reduce the amount of bits required to stream or store media content, and modern codecs achieve significant savings in streaming bandwidth and storage costs. Our latestmain codec technology,products are RealMedia High Definition, which we refer to as RealMedia HD or RMHD, offers significant compression advantages over our prior-generation codec,and RealMedia Variable Bitrate, or RMVB, which is still widely used.RMVB. Our codec technologies business is primarily focused inon the Chinese market, where RMVB isremains a popular format and also where we continue to focus most of our efforts to date regarding RMHD.prevalent, though declining format.
We continue to develop and innovate our codecvideo compression and enhancement technology to meet or exceed user demands for increasing compression efficiency and visual quality. We license our codec technology to a variety of electronic equipment, microchip, and integrated circuit manufacturers who embed our codec in their products, including mobile devices,
laptops, smart TVs and other devices. To ensure a robust ecosystem for our codec technologies, we also promote the use of our codec technology to producers of media content and users of RealPlayer, thus encouraging the widespread adoption by device manufacturers.
We also generate revenue through online sales to consumers of our PC-based RealPlayer subscription products, including our SuperPass service, which provides consumers with access to digital entertainment content for a monthly fee. The RealPlayer media player, our enduring yet continually evolving software product, includes features and services that enable consumers to discover, play, download, manage and edit digital video, stream audio and video, download and save photos and videos from the web, transfer and share content on social networks, and edit their own photo and video content. As part of our RealPlayer download process, we also offer distribution of third-party software products to consumers, which generates additional revenue.
Mobile Services
Mobile Services consists of the various digital media services we provide to mobile and online service providers as software as a service (SaaS) offerings. In recent years, we have increasingly focused on AI-based products and services such as SAFR and Kontxt.
Included in our SaaS offerings are our messaging products, which include our Metcalfe intercarrier messaging service andservice; Kontxt, our recently introducedAI-based text message management, anti-spam, and classification product, Kontxt,product; and our ringback tone service. We provide these services to a large number of mobile carriers around the world, although a significant portion of our revenue for this segment results from contracts with a few mobile carriers. Also included in this segment is our RealTimes platform, which we offer to mobile carriers for incorporation in their hosted cloud solutions.
and one service partner. We also offer business intelligence, subscriber management and billing for the carriers who make our offerings available to their customers. Also included in this segment is our computer vision platform, SAFR (Secure Accurate Facial Recognition) and our RealTimes platform.
Our Metcalfe intercarrier messaging platform enables operators to send and receive SMS messages worldwide between networks and service providers, regardless of network technology, typically processing billions of SMS messages per day between users on hundreds of different networks. WeA portion of the revenue we earn revenue from our intercarrier messaging service is based on a revenue-sharing arrangement with one service partner. During the fourth quarter of 2017, we introduced ourOur next-generation AI-based mobile messaging platform, Kontxt, which evaluates message streams sent from an application to a person (A2P) and classifies those messages into various categories. This allowscategories allowing network operators and other service providers to create policies for prioritization and delivery of messages and blocking spam and fraudulent messages, resulting in more efficient text message delivery.
Our ringback tone services enable callers to hear subscriber-selected music or messages instead of the traditional electronic ringing sound while waiting for the person they have called to answer. We primarily offer ringback tone services via mobile carriers, where, in return for providing, operating and managing the ringback tone service for the carrier customers, we generally enter into revenue-sharing arrangements with the carriers based on monthly subscription fees, content download fees or a combination of such fees paid by subscribers.
Our photo and video sharing platform, RealTimes, is offered to wireless carriers for integration in their hosted cloud solutions. Within our Mobile Services group, we focus on leveraging current and prospective wireless carrier relationships to increase integration of the RealTimes platform.
In December 2017, we exited our low-margin music on demand serviceOur computer vision platform, SAFR, detects faces and other types of objects by leveraging AI-based machine learning. We continue to invest in Korea. As the profits generated from this business had significantly declined over time, we did not seek renewal of the sole contractand build industry partnerships for this service. Accordingly, this businessSAFR, typically licensing it to technology partners and system integrators through third-party resellers and directly to end customers. Our SAFR platform is reported as discontinued operations in our financial statementsa key investment initiative for the periods disclosed in this 10-K.us.
Games
Our Games segment is focused on the development, publishing, and distribution of casual games, which are offered via mobile devices, digital downloads, and subscription play. Casual games typically have simple graphics, rules and controls, are quick to learn, and often include time-management, board, card, puzzle, word and hidden-object games. In theOur primary focus is our free-to-play mobile market, we are focused on creating a largegames, most notably our Delicious Bed and diverse portfolioBreakfast and our Delicious World games. These free-to-play games generate revenue from player purchases of products that combine casual game playin-game goods and storytelling. We call this product line GameHouse Original Stories (Original Stories). Our Original Stories are based on a series of characters including Emily (Delicious Franchise), Amanda (Heart's Medicine) and Angela (Fabulous). The portfolio continuesfrom advertising displayed to grow as new characters and story lines are developed. Original Stories are primarily developed by our in-house game studios or through partnerships with external game developers for both mobile and PCconsumers during play. Also offered to our customers are games licensed to us by third parties.
Our mobile games are digitally distributed through third-party application storefronts, such as the Apple App Store and Google Play, and are principally offered in North America, Europe and Latin America. As they are released, newHistorically, we have also offered premium games arethat we typically introducedintroduce to consumers through offeringupon release on a free trial before purchase on an individualfree-trial basis. After reaching a certain level inof game play, consumers then have the option to purchaseof purchasing the full game. In additionAlthough games previously offered for individual purchase will continue to the sale ofbe available, during 2019, we began to shift our strategy to free-to-play games and away from premium mobile games, we also generate revenue through advertising shown to consumers during play.games.
PC consumers can access and play both our Original Stories and hundreds of third partythird-party games through individual purchases or a subscription service offered through our GameHouse and Zylom websites, and through websites owned or
managed by third parties. Consistent with our mobile offerings, we typically introducehave historically introduced new games by offering a free trial before purchase on an individualindividual-game basis or as part of one of our subscription services.
See Note 19.18. Segment Information,, in this 10-K for additional details on our segments and geographic concentrations.
Napster (formerly branded as Rhapsody)
At December 31, 2017, we owned approximately 42% of the issued and outstanding stock of Napster. Since the Rhapsody streaming music service has been re-branded as Napster, all references to Napster in this Annual Report on Form 10-K will refer to Rhapsody International, Inc., d/b/a Napster. See Note 4.Napster Joint Venture, in this 10-K for additional details. Napster provides music products and services that enable consumers to have access to digital music content from a variety of devices. The Napster unlimited subscription service offers unlimited access to a catalog of tens of millions of music tracks by way of on-demand streaming and conditional downloads. Napster also operates a radio-like service, branded as "UnRadio" in the U.S., through which users can listen to online radio stations based on selected artists or genres and download favorite tracks played on those stations for offline playback. Napster currently offers music services worldwide (under the Napster brand) and generates revenue primarily through subscriptions to its music services either directly to consumers or through distribution partners, such as mobile carriers.
Customers
Our customers include consumers and businesses located throughout the world. Sales to customers outside the U.S., primarily in Europe and Asia, were 48%, 49%36% and 49%40% of our revenue during the years ended December 31, 2017, 20162020 and 2015,2019, respectively. See Note 19.18. Segment Information,, for details on geographic concentrations, and see Note 6.Allowance for Doubtful Accounts Receivable and Sales Returns,, for details on customer revenue concentrations.
Research and Development
We devote a substantial portion of our resources to developing new products, enhancing existing products, expanding and improving our fundamental technology, and strengthening our technological expertise in all our businesses. During the years ended December 31, 2017, 2016, and 2015, we expended 38%, 37% and 47%, respectively, of our revenue on research and development activities.
Sales, Marketing and Distribution
Our marketing programs are aimed at increasing brand awareness of our products and services and stimulating demand. We use a variety of methods to market our products and services, including paid search advertising, affiliate marketing programs, electronic and other online media, and email offers to qualified potential and existing customers, and providing product specific information through our websites. We also cross-market products and services offered by some of our businesses through the RealPlayer and Games marketing and distribution channels. We have subsidiaries and offices in several countries that market and sell our products outside the U.S.
Our products and services are marketed through direct and indirect channels. We use public relations, trade shows, events and speaking opportunities to market our products and services. We also use a variety of online channels, including social media, to promote and sell our products and services directly.
In our Consumer Media business, we market and sell our various RealPlayer services directly through our own websites such as Real.com, as well as indirectly through third party distribution partners. We also employ a sales team in China which works with distribution partners on marketing of our codec technologies.
Our Mobile Services sales, marketing and business development teamteams works closely with many of our enterprise, infrastructure, wireless, broadband, media and mediagovernmental customers to identify new business opportunities for our entertainment applications, services and systems. Through ongoing communications with the product and marketing divisions of our customers, we tailor our SaaS offerings to their strategic needs and the needs of their subscribers.
Our games are marketedIn our Games business, we market directly from our GameHouse and Zylom websites and through third-party distribution channels, such as application storefronts, search engines, online portals, and content publishers.
Customer Support
Customer support is integral to the provision of nearly all of our consumer products and services. Consumers who purchase and use our consumer software products and services can get assistance primarily via the Internet or email, depending on the product or service. For mostsome of our consumer products, we contract with third-party outsource support vendors to provide the primary staffing for our first-tier customer support globally. We also provide various support service options for our business customers and for software developers using our software products and associated services. Support service options include online support services and on-site support personnel covering technical and business-related support topics.
Competition
The market for software and services for digital media delivery over the Internet and wireless networks is intensely competitive. Many of our current and potential competitors have longer operating histories, greater name recognition or brand awareness, more employees or significantly greater resources than we do.
In our Consumer Media segment, our codec technology faces competition from other next-generation video codecs, and many of our competitors have come together in patent pools to market and license competinga shared codec solution that competes with our own codecs. In order to be successful, we must withstandThis coalition of multiple companies, which include some of the largest global technology companies, benefits from a significant inherent market penetration that arises when multiple companies promoteand, thus, a shared codec solution. Oursubstantial competitive advantage over us. In addition, our RealPlayer media player also continues to face competition from alternative streaming media playback applications whichthat have obtained very broad market penetration.
In our Mobile Services segment, our SaaS business competes with a large and diverse number of domestic and international companies, and each of our SaaS offerings tends to face competitors specific to that product or service. Our SaaS
business continues to experience significant competitive pricing pressure from carriers and the proliferation of smartphone applications and services, some of which do not depend on our carrier customers for distribution to consumers. Many of our SaaS services require a high degree of integration with carrier or service provider networks and thus require a high degree of
operational expertise. In addition, ourOur ability to enhance services with new features as the digital entertainment market evolves is critical to our competitive position, as is our knowledge of the consumer environment to which these services are targeted. Also within our Mobile Services segment, our computer vision SAFR platform competes with a wide variety of companies, including small startups and well established, heavily resourced global companies. These competitors continue to develop technologies and launch products in the artificial intelligence and facial recognition markets.
Our Games business competes with a variety of distributors and publishers of casual games for PC and mobile platforms. Our in-house game development studios compete with other developers and publishers of mobile games based on our ability to create high quality games that resonate with consumers, and our ability to secure broad distribution.
Intellectual Property
As of December 31, 2017, we had 19 U.S. patents, 23 South Korean patents, 11We maintain patents in the U.S. and other countries and more than 25 pending patent applications worldwidejurisdictions relating to various aspects of our technology. We regularly analyze our patent portfolio and prepare additional patent applications on current and anticipated features of our technology, in various jurisdictions across the world, or sell or abandon patents or applications that are no longer relevant or valuable to our operations.
In addition to our patent portfolio, we have assembled, over time, an international portfolio of trademarks and service marks that covers certain of our products and services. We also have applications pending for additional trademarks and service marks in jurisdictions around the world, and have several unregistered trademarks. Many of our marks begin with the word “Real” (such as RealPlayer). We are aware of other companies that use “Real” in their marks alone or in combination with other words, and we do not expect to be able to prevent all third-party uses of the word “Real” for all goods and services.
Our ability to compete across our businesses partly depends on the superiority, uniqueness and value of the technology that we both develop and license from third parties. To protect our proprietary rights, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. These efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology, or may not prevent the development and design by others of products or technologies similar to or competitive with those we develop.
Human Capital
Recognizing that our employees are the company’s most meaningful asset, RealNetworks is committed to employing great people, treating each other with respect, and strictly adhering to the highest ethical and legal principles in its business activities. Each of our business units – Mobile Services, Consumer Media, and Games – have unique brands and products tied together by a workforce that is focused on excellence and on providing industry-leading technologies, applications, and products. This structure strongly informs our corporate culture: We strive to run a lean, agile organization that prioritizes innovation in all facets of our work.
Guiding Management Principles
Part of the fabric of the organization and key to the operation of a performance-based environment are our management principles including commitment to innovation, delivering results, raising the bar in all facets of our work, being inclusive and respectful, being great teammates for each other, and embracing the journey by working hard and celebrating our successes. We consider our workforce a significant competitive advantage and actively seek opportunities to reinforce behaviors that exemplify our management principles. We celebrate employees whose work and actions reflect and embody our management principles with company-wide acknowledgment and awards.
Respectful and Safe Workplace
We want RealNetworks to be a workplace that is open, respectful and safe. RealNetworks encourages and expects the individual actions of its employees at all levels to be consistent with our commitment to a respectful workplace including annual reconfirmation of individual employees’ adherence to our Global Code of Conduct and Ethics. RealNetworks has been and will continue to be fully committed to providing a work environment free from unlawful discrimination or harassment. Our global policies include prohibition of harassment, threatened or actual workplace violence, or any conduct that undermines an employee’s integrity or creates an intimidating, hostile or offensive work environment even if it does not rise to the level of illegal harassment under the law.
RealNetworks is committed to providing a safe and healthy work environment for all employees in compliance with occupational health, safety, and environmental laws. To accomplish this, RealNetworks and its employees adhere to work practices that will prevent accidents, injuries, and illnesses. We consider safety and health issues to be the responsibility of every employee of RealNetworks and we strive to maintain a preventative and cooperative attitude relating to safety issues.
We have had a heightened focus on the safety of our employees and their families during the COVID-19 pandemic. In early March 2020, we quickly pivoted to a predominantly remote workforce and restricted employee travel. We have since followed guidance from local health experts to ensure our staff across the globe remain safe. We helped our employees with home office set up and added new system applications to foster virtual collaboration. We have also implemented mitigation practices in all offices to ensure employees are safe when on-site. We will continue to prioritize the well-being of our employees as the pandemic continues.
Compensation and Benefits
We operate in a highly competitive, global, and technologically challenging environment. We provide competitive compensation and benefits programs for our employees. In addition to market competitive salaries, we offer additional compensation in the forms of bonuses and stock, which will vary based on job level and location.
Our U.S. benefit programs include a 401(k) plan with employer matching, medical, dental and vision insurance, health savings and flexible spending accounts, group and voluntary life and disability insurance, business/travel and accident coverage, subsidized transit programs, paid time off, paid family leave including bonding time for new parents, financial literacy programs, and employee assistance programs. Our benefit programs in our international locations are tailored to local practices and compliant with local labor laws.
Talent Acquisition and Retention
RealNetworks strives to attract and retain a highly skilled, highly talented, and diverse work force. We recognize that we operate in a highly competitive, globally diverse marketplace when it comes to finding top talent. As a result, talent acquisition and the retention of employees continue to be a priority initiative for RealNetworks, and the Company complies with all applicable local, state, federal, and international laws governing nondiscrimination in employment in every location in which RealNetworks operates. All applicants and employees are treated with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status.
In 2020, we implemented an Affirmative Action Plan, or AAP, as required by our new U.S. government contractor status. As part of our AAP, we will conduct annual internal reporting and auditing to ensure we are providing equal employment and pay opportunities for all applicants and existing employees. Equally important, we hope that this regular focus on the diversity of our U.S. workforce will make for a more dynamic culture and inclusive workplace.
RealNetworks maintains a global, ongoing performance review program, and encourages mentoring, stretch assignments, and other opportunities for internal career and occupational growth. Our median employee tenure is just over 5 years. We have a long-demonstrated history of employee advancement and promotion from within the organization. We also provide a variety of tools and methods for employees to provide feedback to managers and company leadership including global and local town hall forums, employee surveys, performance review discussions, and anonymous reporting tools.
Corporate Giving
RealNetworks has a strong history of giving back to the community. In 2000, the Company created the RealNetworks Foundation, which in recent years has generally made two annual grants to multiple charities, totaling about $1 million in annual charitable grants. The Foundation also makes ad hoc, emergency grants when deemed needed to support an urgent issue in the community. In 2020, our Foundation donated $500,000 to charities supporting racial justice and $500,000 to charities supporting COVID-19 relief. In addition, the Foundation's matching program supports the dollars and time that RealNetworks employees devote to eligible 501(c)(3) nonprofits.
RealNetworks also regularly supports participation by employees in activities of service to our local communities, including Day of Caring, local food drives and holiday toy and gift donations.
Employees
At December 31, 2017,2020, we had approximately 456325 employees, of which 140101 were based in the Americas, 10959 were based in Asia, and 207165 were based in Europe. NoneThe number of our employees are subject to a collective bargaining agreement.
Position on Charitable Responsibility
In periods when we have achieved sustained profitability, we intend to donate 5% of our net income to charitable organizations, which will reduce our net income for those periods. The non-profit RealNetworks Foundation, established in 2001, manages a substantial portion of our charitable giving efforts. Through the Foundation, we support our employees' philanthropic effortsrepresented by matching their donations of time and money to charitable organizations.unions is not significant.
Available Information
Our corporate Internet address is www.realnetworks.com. We make available free of charge on www.investor.realnetworks.com our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). However, the information found on our corporate website is not part of this or any other report.
You should carefully consider the risks described below together with all of the other information included in this Form 10-K. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results, and the trading price of our common stock, could be materially harmed.
Risks Related to the COVID-19 Pandemic
Our restructuring effortsoperating plans and financial condition have been adversely affected by the various impacts of the COVID-19 pandemic, and we expect to experience continued adverse effects in future periods in connection with the ongoing public health and safety, governmental, and economic implications.
In March 2020, the World Health Organization declared the outbreak of the novel coronavirus that causes COVID-19 to be a global pandemic. As the virus spread throughout 2020, across the U.S. and the world, authorities implemented numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, business limitations, and shutdowns. In addition to the pandemic's widespread impact on public health and global society, reactions to the pandemic as well as measures taken to contain the virus initially caused significant turmoil to the global economy and financial markets. To address the public health and safety concerns, we have taken steps to support the health and well-being of our employees, customers, partners and communities, which include working remotely and learning to operate our businesses in a fundamentally different way.
To date, we have had to change certain strategy and product plans in order to address implications of the pandemic to our businesses, in particular, to our growth plansinitiatives. Although forced to furlough some employees in the early days of the pandemic, we were able to bring those employees back to work during the second quarter of 2020. We also reduced expenditures during the year in an effort to efficiently manage our businesses in the restricted and uncertain climate, although we continue to face risk related to fixed facilities costs given the uncertain post-pandemic future of the use of physical office space. In addition, the initial turmoil in financial markets contributed to significant downward pressure on our stock price early in the pandemic. We cannot provide assurance that the actions we have taken will be sufficient, or that conditions will improve as the pandemic, and reactions thereto, continue to evolve.
The COVID-19 pandemic and the resultant economic instability and financial market turmoil has added complexity, uncertainty and risk to nearly all aspects of our business. We are ambitiousunable to fully predict the near-term and long-term impacts that the pandemic will have on our results from operations, financial condition, liquidity and cash flows for fiscal 2021 or beyond.
Risks Related to our Strategy
Our growth initiatives could take longer than planned, be unsuccessful, or deplete our cash resources, any of which would have a material adverse effect on our business and financial results.
For the past several years, we have taken steps to reduce costs and increase profitability by restructuringperformance of our businesses and streamlining our operations. Wefinancial results, and could cause us to pursue additional debt or other funding sources.
In recent years, we have also developed new products and technologies, and funded initiatives, intended to create or support growth in our businesses, while simultaneously taking steps to reduce costs and financial results.increase profitability. These restructuring efforts and growth initiatives, several of which have been unsuccessful over recent years, have impacted all segments of our organization.
The simultaneous execution of all of these activities is complex and ambitious, thereby imposing increased pressure on our reduced human and capital resources,organization, requiring us to allocate limited resources among our diverse business units. These efforts may cause uncertainty aroundOur financial sustainability is largely dependent on the future directionsuccess of our productgrowth initiatives, and service offeringsthere are many risks to that success, some of which are internal to our company, including our ability to develop and monetize our products and services, and some of which are externally driven and outside of our control, such as the potential impact of macroeconomic pressures and global pandemics. In particular, we expect that progress with our growth prospects.initiatives will be negatively impacted by various reactions to the global outbreak of the coronavirus that causes COVID-19, such as travel restrictions, community lockdowns, tightening of corporate budgets, reduction in consumer confidence, and instability in financial markets. We cannot predict the duration or severity of these reactions or impacts to our business and, if prolonged, our cash reserves may prove insufficient, requiring us to pursue additional debt or other funding sources.
Given the ambitious and significant nature of our restructuring and streamlining efforts and our growth initiatives, there is substantial risk that we may be unsuccessful in managing the potential strain onimplementing our resources,plans in a timely manner, our cash reserves may be depleted or insufficient to fully implement our plans, our growth initiatives may not gain adequate momentum, or the combination of our streamlining effortsgrowth initiatives and growth initiativescost reductions may not prove to be profitable. InMoreover, our acceptance of outside funding for any of our growth businesses, such case, ouras Scener's 2020 fundraising, exposes us to new risks and potential liabilities, including possible payment obligations and securities liability. Our business would suffer, and our operational results and financial resultsoutlook would be negatively impacted to a significant degree. Our stock price would sufferdegree in the event that any of our growth initiatives fail.
In August 2019, RealNetworks and Napster entered into a loan agreement with a third-party financial institution. Following the December 2020 sale of Napster to MelodyVR, the loan agreement was amended to remove Napster as a result.co-borrower and, among other modifications, to reduce the amount available under the revolving line of credit to a maximum of $6.5 million. The loan agreement, as amended, matures August 1, 2022 and contains customary covenants, including financial covenants, minimum EBITDA levels, and maintaining an unrestricted cash balance of $1.5 million. We have not had a debt facility in our recent past, therefore the entry into this facility has introduced new risks to the company, including the risk that constraints around covenants may lead to less flexibility in operational decision making, the risk of default and various implications thereof, and the potential increase in liabilities on our balance sheet in the event that we draw down the line of credit.
In April 2020, following an assessment of eligibility and upon approval by our Board of Directors, RealNetworks issued a promissory note in the principal amount of $2.9 million pursuant to the Paycheck Protection Program, or PPP, of the CARES Act. In May 2020, Napster, then-majority owned by RealNetworks though it maintained distinct legal status and control, issued its own promissory note in the principal amount of $1.7 million pursuant to the PPP. On April 23, 2020, the Small Business Administration issued new guidance that introduced some uncertainty as to whether a public company with substantial market value and access to capital markets would qualify for participation in the PPP. Subsequently, on April 28, 2020 the Secretary of the Treasury and Small Business Administration announced that the government would review all PPP loans of more than $2 million for which the borrower applied for forgiveness. While we believe that RealNetworks and Napster fully qualified for the loans, should we be audited or reviewed by the U.S. Department of the Treasury as a result of filing an application for forgiveness or otherwise, such audit or review could result in the diversion of management’s time and attention and legal and reputational costs. RealNetworks applied for forgiveness of its PPP loan in January 2021; Napster applied for forgiveness of its PPP loan in December 2020. If an audit were to be conducted and an adverse finding received, all or a portion of the PPP loan could be required to be returned, which would reduce our liquidity and potentially result in fines and penalties.
The inability to obtain additional debt, whether through draws on our current line of credit or through a new debt facility, or the raising of funds through other means, could negatively impact our liquidity and ability to invest in our growth initiatives, or cause us to consider funding that would impact our governance structure. The occurrence of these or any of the risks described above would impair our financial results and stock price.
We need to successfully monetize our new products and services in order to sustain and grow our businesses, and manage our cash resources.
In order to sustain our current level of business and to implement our growth plans,initiatives, we must successfully monetize our new products and services, including through existing and new relationships with distribution partners.partners, establishing new sales channels, and managing new supply chains. Our digital media products and services must be attractive and useful to subscribersdistribution partners and consumers, whether direct from us or through our distribution partners.end users. The successful acceptance and monetization of these products and services, therefore, is subject to unpredictable and volatile factors beyond our control, including end-user preferences, competing products and services, the rapid pace of change in the market, and the effectiveness of our distribution channels.channels, and significant global crises. Any failure by us to timely and accurately anticipate consumers’ changing needs and wants,preferences, emerging technological trends and data privacy norms, or changes in the competitive or regulatory landscape for our products and services could result in a failure to monetize our new products or the loss of market opportunities.opportunities, both of which we have experienced at various times in our past.
Moreover, in order to grow our new businesses, we must make long-term investments, develop or obtain appropriate intellectual property and commit significant resources before knowing whether the products and services that we are developing or have introduced will meet the demands of a large enough group of consumers. Wethe relevant market. As we have experienced, we may not realize a sufficient return, or may experience losses, on these investments, thereby further straining our limited cash resources and negatively affecting our ability to pursue other needed growth or strategic opportunities.
Sustaining and growing our businesses, and managing our cash resources, are subject to these risks inherent in developing, distributing and monetizing our new products and services. Our failure to manage these risks could negatively impactfurther impair our operations and financial results to a significant degree.material degree, and could cause an unsustainable depletion of our cash resources.
Furthermore, our products and services have been in the past and may be in the future subject to legal challenge. Responding to any such claims may require us to enter into royalty and licensing agreements on unfavorable terms, require us to stop distributing or selling, or to redesign our products or services, or to pay damages, any of which could constrain our growth plans and cash resources.
Our businesses, including in connection with our growth initiatives, face substantial competitive challenges that may prevent us from being successful in those businesses,impair our success, thus negatively impacting our future growth.
Our digital media products and may negatively impact futureservices, including legacy and products/services central to our growth in those businesses.
Manyinitiatives, face a wide variety of our current and potential competitors, in our businessesmany of which have longer operating histories, greater name or brand recognition, deeper and more expansive market penetration, more employees, and significantly greater resources than we do. In addition, current and potential competitors may include relatively new businesses that develop or use innovative technologies, products or features that could disrupt the market for technologies, products or features that we currently develop and market or are seekingseek to develop.develop and market. In attempting to compete with any or all of these competitors, we may experience, as we have in the past, some or all of the following consequences, any of which would adversely affect our operating results and the trading price of our stock:
•reduced prices or margins,margins;
•loss of current and potential customers, or partners and potential partners who distribute our products and services or who provide content that we distribute to our customers,customers;
•changes to our products, services, technologies, licenses or business practices or strategies,strategies;
•lengthened sales cycles,cycles;
•inability to meet demands for more rapid sales or development cycles,cycles;
•industry-wide changes in content distribution to customers or in trends in consumer consumption of digital media products and services,services;
•pressure to prematurely release products or product enhancements,enhancements; or
•degradation in our stature or reputation in the market.
The market for our Mobile Services business is highly competitive and evolving rapidly. Increased use of smartphones has resulted in a proliferation of applications and services that compete with our SaaS services. For example, our ringback tones solution faces competition from alternative kinds of applications and services that carriers can deploy or offer to their
subscribers, or that consumers can acquire independently of their carrier. Increased competition has in the past resulted in pricing pressure, forcing us to lower the selling price of our services. We expect this pricing pressure to continue to materially harm our operating results and financial condition.
Our Consumer Media technologies for media playback and production (RealPlayer, RealMedia VB and RealMedia HD) compete with alternative media playback technologies and audio and video content formats that have obtained broad market penetration. RealMedia VB and RealMedia HD are codecs, technology that enables compression and decompression of the media content in a (usually proprietary) format. We license our codec technology primarily to computer, smartphone and other mobile device manufacturers, and also to other partners that can support our efforts to build a strong ecosystem, like content providers and integrated circuit developers. To compete effectively, codec technologies must appeal to, and be adopted for use by, a wide range of parties: producers and providers of media content, consumers of media content, and device manufacturers who pre-load codec technologies intoonto their devices. PromotingOur ability to sustain or grow this business, which has recently experienced downward pressure, is dependent on the successful promotion and adoption of our codec technologies to a wide and diverse target market, which is a complex undertaking. Whether our current or future technologies and formats for producing, streaming or playing back media content, including related codec technology, will be widely and successfully adopted is highly uncertain.uncertain undertaking. If we are unable to compete successfully, our Consumer Media business could decline as it has in the recent past or on a more accelerated basis.
The market for our Mobile Services business is highly competitive and continues to rapidly evolve. Our SaaS services face competition from a proliferation of applications and services, many of which carriers can deploy or offer to their subscribers, or which consumers can acquire independently of their carrier. We expect pricing pressure in this business to continue to decline.materially impact our operating results in this business. Our Mobile Services growth initiatives compete with a wide variety of companies, as small startups and well established, heavily resourced global companies race to develop AI-based technologies and launch products in the computer vision market. The success of these initiatives is highly dependent on our ability to differentiate our product offering within this highly competitive environment.
The branded services in our Games business compete with other developers, aggregators and distributors of mobile, online, and downloadable games. Our competitors vary in size and capabilities, which present us with a rangesome of competitive factors and conditions to address. Some of these competitorswhich have high volume distribution channels and greater financial resources than we do. Our Games business also competes with many other smaller companies thatdo; while others may be smaller and more able to more quickly or efficiently adjust to market conditions. We also face significant price competition in the casual games market, and some ofas our competitors may be able to offerincreasingly focus on free-to-play games for free, or reduce prices more aggressively than us.aggressively. We expect competition to continue to intensify in this market from these and other competitors.market. Our games development studios compete primarily with other developers of mobile, online, and downloadable games, and must continue to develop popular and high-quality game titles. Our Games business must also continue to execute on opportunities to expand the play of our games on a variety of non-PC platforms, including mobile, in order to maintain our competitive position and to grow the business. Moreover, continued growth in our Games business is in part dependent on the availability of funds to invest in marketing, which availability cannot be assured.
Risks Related to our Operations
The distribution and license of our technology products and services are governed by contracts with third parties, the terms of which subject us to significant risks that could negatively impact our revenue, expenses and assumption of liability related to such contracts.
In our Consumer Media and Mobile Services segments, we distribute and license most of our technology products and services pursuant to contracts with third parties, such as mobile carriers and their partners, online service providers, and OEMs and device manufacturers, many of whom may have stronger negotiating leverage due to their size and reach. These contracts govern the calculation of revenue generated and expenses incurred, how we recognize revenue and expenses in our financial statements, and the allocation of risk and liabilities arising from the product or service or distribution thereof. Terms impacting revenue, over which we may have limited if any control, may involve revenue sharing arrangements, end user pricing, usage levels, and exclusivity, all of which materiallysignificantly affect the level of revenue that we may realize from the relationship.
Moreover, contract terms around marketing and promotion of our products and other expense allocation could result in us bearing higher expenses or achieving weaker performance than we had anticipated from the relationship.
In addition, although our contracts with third parties are typically for a fixed duration, they could be terminated early; and they may be renegotiated on less favorable terms or may not be renewed at all by the other party. We must, therefore, seek additional contracts with third parties on an ongoing basis to sustain and grow our business. We expect to face continuing and increased competition for the technology products and services we provide, and there is no assurance that the parties with which we currently have contracts will continue or extend current contracts on the same or more favorable terms, or that we will obtain alternative or additional contracts for our technology products and services. TheAs we have experienced over the past several years relating to our technology sales in China, the further loss of existing contracts, the failure to enter new contracts, or the deterioration of customer creditworthiness or the terms in our contracts with third parties could continue to materially harm our operating results, financial condition, and financial condition.cash flow.
Nearly all of our contracts in which we provide to another party services or rights to use our technology include some form of obligation by us to indemnify the other party for certain liabilities and losses incurred by them, including liabilities resulting from third party claims for damages that arise out of the use of our technology. These indemnification terms provide us with certain procedural safeguards, including the right to control the defense of the indemnified party. We have in the past incurred costs to defend and settle such claims. Claims against which we may be obligated to defend others pursuant to our contracts could in the future result in payments that could materially harm our business and financial results.
In our Games segment, we rely on third-party platforms to distribute our games and collect revenue from players. We are subject to the standard terms and conditions that these platform providers have for application developers, which govern the content, promotion, distribution, operation of games and other applications on their platforms, as well as the terms of the payment processing services provided by the platforms, and which the platform providers can change unilaterally on short notice or without notice. If our platform providers do not perform their obligations in accordance with our platform agreements, our operations and financial condition could be adversely impacted. Moreover, Internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of advertising on their devices, including through Apple’s Identifier for Advertising, or IDFA, or Google’s Advertising ID, or AAID, for Android devices. Device and browser manufacturers may notinclude or expand these features as part of their standard device specifications. For example, Apple's upcoming iOS update is expected to require app users to affirmatively opt in for their IDFA to be successfulaccessed by an app. In the likely event that a significant percentage of players decline to opt in, maintaining revenue associated with the distribution of our legacy digital media products.
Maintaining and growing the distribution of digital media products through our websites and our other distribution channels has historically been an important revenue driver for our business, including growth through the introduction of new products and services distributed through these channels. Consumers are not downloading and using our digital media products consistent with past usage, so our ability to generaterun effective user acquisition campaigns may be challenged potentially causing our spending to increase, and our advertising revenue from those products has been, and we expect will be continue to be, reduced, leading to lower than expected adoption of newly introduced products and services. This will also impair the growth and development of related revenue streams from these market segments, including the distribution of third-party products and sales ofmay decline, thus harming our subscription services. Historically, most of our revenue from the distribution of third-party products was derived from a single contract, and the terms of this relationship have significantly deteriorated over the years. Our distribution revenue has been, and will continue to be, materially negatively impacted by these factors.
financial results.
Our operating results are difficult to predict and may fluctuate, which may contribute to continued weakness or volatility in our stock price.
The trading price for our common stock has a history of volatility. Asbeen in steady decline for many years, though, particularly more recently, has also been vulnerable to significant volatility caused by general market conditions or unusual stock-specific trading activity. There can be no assurance that our common stock will not experience additional, and potentially more significant, volatility in the future caused by unpredictable external factors. In addition, as a result of the rapidly changing markets in which we compete, and restructuring, impairment and other one-time events specific to us, our operating results may fluctuate or continue to decline from period to period, which may contribute to furtherweakness or volatility or continued weakness ofin our stock price.
In past periods, our operating results have been affected by personnel reductions and related restructuring charges, lease exit and related charges, other one-time events, and impairment charges for certain of our equity investments, goodwill and other long-lived assets. In addition to these factors, Moreover, the general difficulty in forecasting our operating results and identifying meaningful performance metrics, especially when factoring in our growth initiatives, could result in actual results that differ significantlymaterially from expected results, again causing weakness and volatility in our stock price. Compounding these internal factors are external factors, such as the significant instability in global financial markets experienced over the past year, that will impact our operating results and stock price, potentially driving our stock price to record lows as occurred in 2020 or to significant activity levels as occurred in early 2021.
The difficulty in forecasting our operating results may also cause over or under investment in certain growth initiatives, as such investment is often planned based on expected financial results, thus causing more severe fluctuations in operating results and, likely, further volatility and continued weakness in our stock price.
CertainFurther, because our common stock is listed on the Nasdaq Global Market, we must meet Nasdaq's continued listing requirements, in particular, financial requirements that include maintaining a minimum bid price of our product and service investment decisions (for example, research and development and sales and marketing efforts) areat least $1.00. In April 2020, we received a letter from the Listing Qualifications Department of the Nasdaq Global Market indicating that, based on predictions regarding business andupon the markets in which we compete. Fluctuations in our operating results, particularly when experienced beyond what we expected, could cause the tradingclosing bid price of our common stock for the 30 consecutive business day period from March 11, 2020 to fluctuate. WeaknessApril 23, 2020, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq. In June 2020, we received a second letter from Nasdaq Staff indicating that we had regained compliance with Nasdaq Listing Rule 5450(a)(1) based on its determination that the closing bid price of our common stock had been at $1.00 per share or greater for the 10 business days from May 15 to May 29, 2020. Although we are currently in our operating performance is likely to causecompliance with all applicable continued weakness inlisting requirements and have received no contradictory notification from Nasdaq, our stock price.price could again fall below the $1.00 minimum as a result of valuation pressure, stock-specific trading activity or general declines in the stock market. We regularly monitor our
compliance with Nasdaq's continued listing requirements, and, as necessary, our Board will consider the implementation of various measures intended to support continued compliance.
Any impairment to our goodwill, definite-lived, and definite-livedright-of-use operating lease assets could result in a significantmaterial charge to our earnings.
In accordance with accounting principles generally accepted in the United States ("GAAP"),GAAP, we test goodwill for possible impairment on an annual basis or more frequently in the event of certain indications of possible impairment. We review definite-lived and operating lease assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. These events or circumstances could include a significant change in the business climate, including a significant sustained decline in a reporting unit’s marketfair value, changes in our operating plans and forecasts, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of our business, a significant sustained decline in our market capitalization and other factors. If we were to determine that an impairment had occurred, we would be required to record an impairment charge, which could have a significantmaterial negative, and unpredicted,unanticipated, impact on our financial results. The total carrying value of our goodwill and definite-lived assets as of December 31, 2017 was $17 million.
Continued loss of revenue from our subscription services may continueis likely to cause further harm to our operating results.
Our operating results have been and maywill continue to be adversely impacted by the loss of subscription revenue related to our more traditional products and services. Subscribers may cancel their subscriptions to our services for many reasons, including a perception that they do not use the services sufficiently or that the service does not provide enough value, a lack of attractive or exclusive content generally or as compared with competitive service offerings, or because customer service issues are not satisfactorily resolved. Revenue from our SuperPass subscription service, for example, has continued to decline over several periods, due to changes in consumer preferences and changes on our part to focus on other products and services we offer, and we expect these trendsthis trend to continue.
Difficulty recruiting and retaining key personnel could significantly impair our operations or jeopardize our ability to meet our growth objectives.
Our success depends substantially on the contributions and abilities of certain key personnel, and we cannot provide assurance that we will be able to retain them in the near term or recruit them in the future. In 2020, we experienced a significant level of executive turnover, as we have experienced in the past and could experience in the future, which could impact our ability to retain key personnel. Also, qualified individuals are in high demand and competition for such qualified personnel in our industry, particularly engineering talent, is extremely intense, and we may incur significant costs to attract or retain them. Changes in immigration or other policies in the U.S. or other jurisdictions that make it more difficult to hire and retain key talent, or to assign individuals to any of our locations as needed to meet business needs, could adversely affect our ability to attract key talent or deploy individuals as needed, and thereby adversely affect our business and financial results. Further, repeated restructuring of our businesses and related cost-reduction efforts, as well as declines and volatility in our stock price, have caused instability in our workforce that makes it more difficult to retain and recruit key personnel. Given these factors, there can be no assurance that we will be able to attract and retain the key personnel necessary to sustain our business or support future growth.
Acquisitions and divestitures involve costs and risks that could harm our business and impair our ability to realize potential benefits from these transactions.
As part of our business strategy, we have acquired and sold technologies and businesses in the past and expect that we will continue to do so in the future. The failure to adequately manage transaction costs and address the financial, legal and operational risks raised by acquisitions and divestitures of technology and businesses could harm our business and prevent us from realizing the benefits of these transactions. In addition, we may identify and acquire target companies, but those companies may not be complementary to our current operations and may not leverage our existing infrastructure or operational experience, which may increase the risks associated with completing acquisitions.
For example, our January 18, 2019 acquisition of a controlling interest in Napster represented a significant acquisition for RealNetworks. To effectuate the acquisition and incorporate Napster's financial results into our financial statements, we incurred significant transaction-related costs throughout fiscal year 2019 and early in 2020. Moreover, the 2020 sale of our Napster stake in connection with the merger of Napster and MelodyVR resulted in further significant transaction-related expenses, certain ongoing indemnification obligations, and the payment of a portion of proceeds to a third party.
Transaction-related costs and financial risks related to completed and potential future purchase or sale transactions may harm our financial position, reported operating results, or stock price. Previous acquisitions have resulted in significant expenses, including amortization of purchased technology, amortization of acquired identifiable intangible assets and incurring charges for the impairment of goodwill and other intangible assets, which are reflected in our operating expenses. New acquisitions and any potential additional future impairment of the value of purchased assets, including goodwill, could have a material negative impact on our future operating results. In compliance with GAAP, we evaluate these assets for impairment at least annually. Factors that may be considered a change in circumstances, indicating that our goodwill or definite-lived assets may not be recoverable, include reduced future revenue and cash flow estimates due to changes in our forecasts, and
unfavorable changes to valuation multiples and discount rates due to changes in the market. If we were to conclude that any of these assets were impaired, we would have to recognize an impairment charge that could materially impact our financial results.
Purchase and sale transactions also involve operational risks that could harm our existing operations or prevent realization of anticipated benefits from a transaction. These operational risks include:
•difficulties and expenses in assimilating the operations, products, technology, information systems, and/or personnel of the acquired company;
•retaining key management or employees of the acquired company;
•entrance into unfamiliar markets, industry segments, or types of businesses;
•operating, managing and integrating acquired businesses in remote locations or in countries in which we have little or no prior experience;
•diversion of management time and other resources from existing operations;
•impairment of relationships with employees, affiliates, advertisers or content providers of our business or acquired business;
•assumption of known and unknown liabilities of the acquired company, including intellectual property claims; and
•potential impacts to our system of internal controls and disclosure controls and procedures.
Risks Related to Regulations and Other External Factors
Government regulation of the Internet, facial recognition technology, artificial intelligence and other related technologies is evolving, and unfavorable developments could have an adverse effect on our operating results.
We are subject to regulations and laws specific to the marketing, sale and delivery of goods and services over the Internet.services. These laws and regulations, which continue to evolve, cover taxation, user privacy, data collection and protection, copyrights,
electronic contracts, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, digital games distribution, broadband Internet access and content restrictions. We cannot guarantee that we have been or will be fully compliant in every jurisdiction, as it is not entirely clear how existing laws and regulations governing issues such as privacy, taxation and consumer protection apply or will be enforced with respect to the products and services we sell through the Internet.sell. Moreover, as Internet commerce continues to evolve, increasing regulation and/or enforcement efforts by federal, state and foreign agencies and the prospects for private litigation claims related to our data collection, privacy policies or other e-commerce practices become more likely. In addition, the adoption of any laws or regulations or the imposition of other legal requirements that adversely affect our ability to market, sell, and deliver our products and services could decrease our ability to offer or customer demand for our service offerings, resulting in lower revenue. Moreover, in the U.S., certain states have and more states may impose stricter privacy laws that may impact accepted business practices. We cannot provide assurance that the changes that we have adopted to our business practices will be compliant or that new compliance frameworks such as this will not have a negative impact on our financial results.
In addition, through the operation of our SAFR product, we are subject to regulations and laws generally and specifically applicable to the provision of facial recognition technology. New laws and regulations are under discussion and those that exist are untested, thus we cannot guarantee that we have been or will be fully compliant in every jurisdiction. Moreover, the voluntary development of norms, standards, and best practices by companies providing facial recognition and similar technology could require modifications to our technology or practices that may be costly or incompatible with our financial model. Moreover, as we pursue further sales of our SAFR product to governmental agencies, such as the Small Business Innovation Research (SBIR) contracts with the U.S. Air Force in 2020, we may become subject to more extensive contracting rules and standards.
Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also require us to further change our business practices, raise compliance costs or other costs of doing business and result in additional historical or future liabilities for us, resulting in adverse impacts on our business and our operating results.
As a consumer-facing business, we receive complaints from our customers regarding our consumer marketing efforts and our customer service practices. Some of these customers may also complain to government agencies, and from time to time, those agencies have made inquiries to us about these practices. In addition, we may receive complaints or inquiries directly from governmental agencies that have not been prompted by consumers. In May of 2012, we resolved an investigation and complaint filed against us by the Washington State Office of the Attorney General, or Washington AG, relating to our consumer marketing practices through the entry of a consent decree filed in King County, Washington Superior Court. While we resolved that matter, weWe cannot provide assurance that the Washington AG or other governmental agencies will not bring future claims, as they have on occasion in the past, regarding our marketing, or consumer services or other practices.
We face financial and operational risks associated with doing business in non-U.S. jurisdictions and operating a global business, that have in the past and could in the future have a material adverse impact on our business, financial condition and results of operations.
A significantmaterial portion of our revenue is derived from sales outside of the U.S. and most of our employees are located outside of the U.S..U.S. Consequently, our business and operations depend significantly on global and national economic conditions and on
applicable trade regulations and tariffs. For example, our business in China could be negatively affected by an actual or perceived lack of stability or consistency in U.S.-China trade policy. The growth of our business is also dependent in part on successfully managing our international operations. Our non-U.S. sales, purchases and operations are subject to risks inherent in conducting business abroad, many of which are outside our control, including the following:
•periodic local or geographic economic downturns and unstable political conditions;
•price and currency exchange controls;
•fluctuation in the relative values of currencies;
•difficulty in repatriating money,funds, whether as a result of tax laws or otherwise;
•compliance with current and changing tax laws, and the coordination of compliance with U.S. tax laws and the laws of any of the jurisdictions in which we do business;
•difficulties protecting intellectual property;
•compliance with labor laws and other laws governing employees;
•local labor disputes;
•changes in trading policies, regulatory requirements, tariffs and other barriers, or the termination or renegotiation of existing trade agreements;
•impact of changes in immigration or other policies impacting our ability to attract, hire, and retain key talent;
•potential implications resulting from the outbreak of disease on a global scale or localized in countries in which we do business or have employees; and
•difficulties in managing a global enterprise, including staffing, collecting accounts receivable, and managing suppliers, distributors and representatives.
Because consumers may consider the purchase of our digital entertainment products and services to be a discretionary expenditure, their decision whether to purchase our products and services may be influenced by macroeconomic factors that affect consumer spending such as unemployment, access to credit, negative financial news, and declines in income. In addition, mobile telecommunication carriers and other business partners may reduce their business or advertising spending with us or for our products and services they distribute to users in the face of adverse macroeconomic conditions, such as financial market volatility, government austerity programs, tight credit, and declines in asset values. We have in the past recorded material asset impairment charges due in part to weakness in the global economy, and we may need to record additional impairments to our assets in future periods in the event of renewed weakness and uncertainty in the global or a relevant national economy. Accordingly, any significant weakness in the national and/or global economy could materially impact our business, financial condition and results of operations in a negative manner.
Our international operations involve risks inherent in doing business globally, including difficulties in managing operations due to distance, language, and cultural differences, local economic conditions, outbreak of diseases, different or conflicting laws and
regulations, taxes, and exchange rate fluctuations. The functional currency of our foreign subsidiaries is typically the local currency of the country in which each subsidiary operates. We translate our subsidiaries’ revenues into U.S. dollars in our financial statements, and continued volatility in foreign exchange rates particularly if the U.S. dollar strengthens against the euro, may result in lower reported revenue or net assets in future periods. If we do not effectively manage any of the risks inherent in running our international businesses, our operating results and financial condition could be harmed. As another example, the COVID-19 pandemic has resulted in travel and work restrictions globally, and may further disrupt our ability to produce and sell products. We continue to monitor the impacts of the pandemic to our business, as well as rapidly evolving expectations regarding its severity and duration. We are unable to predict the full effects of this pandemic on our operations and financial results.
Our business is conducted in accordance with existing international trade relationships, and trade laws and regulations. Changes in geopolitical relationships and laws or policies governing the terms of foreign trade, such as the recent rise in protectionist politics and economic nationalism, could create uncertainty regarding our ability to operate and conduct commercial relationships in affected jurisdictions, which could have a material adverse effect on our business and financial results. Additionally, our global operations may also be adversely affected by political events, domestic or international terrorist events and hostilities or complications due to natural or human-caused disasters. These uncertainties could have a material adverse effect on the continuity of our business and our results of operations and financial condition.
Napster could continue to recognize losses, or we may modify our relationship with Napster in ways which could negatively impact our results of operations and financial condition or the perceived value of our common stock.
On March 31, 2010, we completed the restructuring of our digital audio music service joint venture, Rhapsody America LLC, now doing business under the Napster brand. As a result of the restructuring, we no longer have operational control over Napster and Napster’s operating performance is no longer consolidated with our consolidated financial statements. We disclose only limited strategic, business and financial information regarding Napster in our financial statements and disclosures, in accordance with GAAP. Napster has generated accounting losses since its inception, and we have recognized our share of such losses on our investment in its convertible preferred stock. We continue to track additional losses incurred by Napster whether or not we recognize them, but in certain circumstances, which have occurred in the past and may occur again in the future, proper accounting treatment may cause us to recognize additional losses on our investment in Napster. Consequently, Napster's past or future performance may continue to have an adverse effect on our financial condition, results of operations, or perceived value. See Note 4.Napster Joint Venture, in this 10-K, for further discussion of our relationship with Napster, including information about the accounting treatment related to the investment in Napster.
As a significant shareholder of Napster we have been in the past and may be in the future faced with a decision as to whether or not it is in the long term interest of RealNetworks to take certain actions with respect to Napster, such as extending a loan, making a further equity investment or providing an additional financial guarantee (as we did during the fourth quarter of 2017), any of which could reduce our available cash or liquidity, and any such action could result in the recognition of additional losses associated with our investment in Napster. The extent of any such potential action is likely to be influenced by whether Napster is able to secure and maintain adequate funding, experiences further declines in its operating results, or is unsuccessful in growing or improving its business or financial condition. Some or all of our decisions or actions related to Napster could have, or increase the risk to us of, an adverse effect on our financial condition, results of operations, liquidity or perceived value.
We depend on timely financial information from Napster in order to timely prepare and file our periodic SEC reports.
Given the current proportion of the outstanding equity of Napster that we hold, we need to receive Napster’s unaudited quarterly financial statements and related information in order to timely prepare our quarterly consolidated financial statements and also to report certain of Napster’s financial results, as may be required, in our quarterly reports on Form 10-Q. In addition, under certain circumstances, we may be required to include Napster’s annual audited financial statements in our 10-K in future periods. As we no longer exert operational control over Napster, we cannot guarantee that Napster will deliver its financial statements and related information to us in a timely manner, or at all, or that the unaudited financial statement information provided by Napster will not contain inaccuracies that are material to our reported results. Any failure to timely obtain Napster’s quarterly financial statements or to include its audited financial statements in our future 10-Ks, if required, could cause our reports to be filed in an untimely manner, which would preclude us from utilizing certain registration statements and could negatively impact our stock price. See Note 4.Napster Joint Venture, for further information related to our investment in Napster.
The continued loss of key personnel, or difficulty recruiting and retaining them, could significantly harm our business or jeopardize our ability to meet our growth objectives.
Our success depends substantially on the contributions and abilities of certain key executives and employees. We have experienced a significant amount of executive-level turnover in the past several years, which has had and could continue to
have a negative impact on our ability to retain key employees. We cannot provide assurance that we will effectively manage these recent or future executive-level transitions, which may impact our ability to retain key executives and employees and which could harm our business and operations to the extent there is customer or employee uncertainty arising from such transitions.
Our success is also substantially dependent upon our ability to identify, attract and retain highly skilled management, technical and sales personnel. Qualified individuals are in high demand and competition for such qualified personnel in our industry, particularly engineering talent, is extremely intense, and we may incur significant costs to attract or retain them. Changes in immigration or other policies in the U.S. or other jurisdictions that make it more difficult to hire and retain key talent, or to assign individuals to any of our locations as needed to meet business needs, could adversely affect our ability to attract key talent or deploy individuals as needed, and thereby adversely affect our business and financial results. In addition, our ability to attract and retain personnel has been and may continue to be made more difficult by the uncertainty created by our executive-level turnover and by our continued restructuring efforts, which have involved reductions in our workforce. There can be no assurance that we will be able to attract and retain the key personnel necessary to sustain our business or support future growth.
Acquisitions and divestitures involve costs and risks that could harm our business and impair our ability to realize potential benefits from these transactions.
As part of our business strategy, we have acquired and sold technologies and businesses in the past and expect that we will continue to do so in the future. The failure to adequately manage transaction costs and address the financial, legal and operational risks raised by acquisitions and divestitures of technology and businesses could harm our business and prevent us from realizing the benefits of these transactions. In addition, we may identify and acquire target companies, but those companies may not be complementary to our current operations and may not leverage our existing infrastructure or operational experience, which may increase the risks associated with completing acquisitions.
Transaction-related costs and financial risks related to completed and potential future purchase or sale transactions may harm our financial position, reported operating results, or stock price. Previous acquisitions have resulted in significant expenses, including amortization of purchased technology, amortization of acquired identifiable intangible assets and the incurrence of charges for the impairment of goodwill and other intangible assets, which are reflected in our operating expenses. New acquisitions and any potential additional future impairment of the value of purchased assets, including goodwill, could have a significant negative impact on our future operating results. In compliance with GAAP, we evaluate these assets for impairment at least annually. Factors that may be considered a change in circumstances, indicating that our goodwill or definite-lived assets may not be recoverable, include reduced future revenue and cash flow estimates due to changes in our forecasts, and unfavorable changes to valuation multiples and discount rates due to changes in the market. If we were to conclude that any of these assets were impaired, we would have to recognize an impairment charge that could significantly impact our financial results.
Purchase and sale transactions also involve operational risks that could harm our existing operations or prevent realization of anticipated benefits from a transaction. These operational risks include:
difficulties and expenses in assimilating the operations, products, technology, information systems, and/or personnel of the acquired company;
retaining key management or employees of the acquired company;
entrance into unfamiliar markets, industry segments, or types of businesses;
operating, managing and integrating acquired businesses in remote locations or in countries in which we have little or no prior experience;
diversion of management time and other resources from existing operations;
impairment of relationships with employees, affiliates, advertisers or content providers of our business or acquired business; and
assumption of known and unknown liabilities of the acquired company, including intellectual property claims.
We may be unable to adequately protect our proprietary rights or leverage our technology assets, and may face risks associated with third-party claims relating to intellectual property rights associated with our products and services.
Our ability to compete across our businesses partly depends on the superiority, uniqueness and value of our technology, including both internally developed technology and technology licensed from third parties. To protect our proprietary rights, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Our efforts to protect our intellectual property rights may not assure our
ownership rights in our intellectual property, protect or enhance the competitive position of our products, services and technology, or effectively prevent misappropriation of our technology.
From time to time, we receive claims and inquiries from third parties alleging that our technology used in our business may infringe the third parties’ proprietary rights. These claims, even if not meritorious, could force us to make significant investments of time, attention and money in defense, and give rise to monetary damages, penalties or injunctive relief against us. We may be forced to litigate, to enforce or defend our patents, trademarks or other intellectual property rights, or to determine the validity and scope of other parties' proprietary rights in intellectual property. To resolve or avoid such disputes, we may also be forced to enter into royalty or licensing agreements on unfavorable terms or redesign our product features, services and technology to avoid actual or claimed infringement ofor misappropriation orof technology. Any such dispute would likely be costly and distract our management, and the outcome of any such dispute (such as additional licensing arrangements or redesign efforts) could fail to improve our business prospects or otherwise harm our business or financial results.
Nearly all of our contracts by which we provide to another party services or rights to use our technology include some form of obligation by us to indemnify the other party for certain liabilities and losses incurred by them, including liabilities resulting from third party claims for damages that arise out of the use of our technology. Also, in 2012 we sold most of our patents, including patents that covered streaming media, to Intel Corporation, in a contract by which we agreed to indemnify Intel for certain third-party infringement claims against these patents up to the purchase price we received in the sale. Claims against which we may be obligated to defend others pursuant to our contracts expose us to the same risks and adverse consequences described above regarding claims we may receive directly alleging that our trademarks or technology used in our business may infringe a third party's proprietary rights.
Disputes regarding the validity and scope of patents or the ownership of technologies and rights associated with streaming media, digital distribution, and online businesses are common and likely to arise in the future. We also routinely receive challenges to our trademarks and other proprietary intellectual property that we are using in our business activities. We are likely to continue to receive claims of third parties against us, alleging contract breaches, infringement of copyrights or patents, trademark rights, trade secret rights or other proprietary rights, or alleging unfair competition or violations of privacy rights.
We believe that our patent portfolio before the sale to Intel may have in the past discouraged third parties from bringing infringement or other claims against us relating to the use of our technologies in our business. Accordingly, we cannot predict whether the sale of these patent assets to Intel will result in additional infringement or other claims against us from third parties.
Our business and operating results will suffer and we may be subject to market risk and legal liability if our systems or networks fail, become unavailable, unsecured or perform poorly so that current or potential users do not have adequate access to our products, services and websites.
Our ability to provide our products and services to our customers and operate our business depends on the continued operation and security of our information systems and networks and those of our service providers. A significant or repeated reduction in the performance, security or availability of our information systems and network infrastructure or that of our service providers could harm our ability to conduct our business, and harm our reputation and ability to attract and retain users, customers, advertisers and content providers. Many of our products are interactive Internet applications that by their very nature require communication between a client and server to operate.
We sell many of our products and services through online sales transactions directly with consumers, and their credit card information is collected and stored by our payment processors. The systems of our third party service providers may not prevent future improper access or disclosure of credit card information or personally identifiable information. We have an extensive privacy policy concerning the collection, use and disclosure of user data involved in interactions between our client, third party payment providers, and server products. A security breach that leads to disclosure of consumer account information, or any failure by us to comply with our posted privacy policy or existing or new privacy legislation, could harm our reputation, impact the market for our products and services, or subject us to litigation. We have on occasion experienced system errors and failures that caused interruption in availability of products or content or an increase in response time. Problems with our systems and networks, or the third party systems and networks that we utilize, could result from a failure to adequately maintain and enhance these systems and networks, natural disasters and similar events, power failures, intentional actions to disrupt systems and networks and many other causes. Many of our services do not currently have fully redundant systems or a formal disaster recovery plan, and we may not have adequate business interruption insurance to compensate us for losses that may occur from a system outage.
Changes in regulations applicable to the Internet and e-commerce that increase the taxes on the services we provide could materially harm our business and operating results.
As Internet commerce continues to evolve, increasing taxation by state, local or foreign tax authorities becomes more likely. For example, taxation of electronically delivered products and services or other charges imposed by government agencies may also be imposed. We believe we collect transactional taxes and we believe we are compliant and current in all jurisdictions where we believe we have a collection obligation for transaction taxes. Any regulation imposing greater taxes or other fees for products and services could result in a decline in the sale of products and services and the viability of those products and services, harming our business and operating results. A successful assertion by one or more states or foreign tax authorities that we should collect and remit sales or other taxes on the sale of our products or services could result in substantial liability for past sales.
In those countries where we have a tax obligation, we collect and remit value added tax, or VAT, on sales of “electronically supplied services” provided to European Union residents. The collection and remittance of VAT subjects us to additional currency fluctuation risks.
Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.
We prepare our financial statements in conformity with GAAP. These accounting principles are subject to interpretation or changes by the Financial Accounting Standards Board, ("FASB")or FASB, and the SEC, and new accounting pronouncements and varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. Moreover, our financial statements require the application of judgments and estimates regarding a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment and fair value determinations, stock-based compensation, equityand the acquisition method of accounting and intangible asset valuations.its related estimated fair value amounts. Changes in accounting standards or practices, or in our judgments and estimates underlying accounting standards and practices, could harm and/or materially impact our operating results and/or financial condition. An example of a new accounting pronouncement is Accounting Standards Update ("ASU") 2014-09 related to revenue recognition. As discussed in Note 2 to the accompanying notes to the consolidated financial statements, ASU 2014-09 will change the way we recognize revenue and will impact the timing of revenue recognition. In addition, subjective judgments and estimates are often necessary in our accounting for investments, such as Napster. Changes to existing accounting rules or to our judgments and estimates underlying those rules could materially impact our reported operating results and financial condition.
We may be subject to additional income tax assessments and changes in applicable tax regulations could adversely affect our financial results.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes, income taxes payable, and net deferred tax assets. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different than that which is reflected in our historical financial statements. An audit or litigation can result in significant additional income taxes payable in the U.S. or foreign jurisdictions which could have a material adverse effect on our financial condition and results of operations.
Risks Related to our Governance and Capital Structure
Our Chairman of the Board and Chief Executive Officer beneficially owns approximately 36%38.5% of our common stock, which gives him significant control over certain major decisions on which our shareholders may vote or which may discourage an acquisition of us.
Robert Glaser, our Chairman of the Board and Chief Executive Officer, beneficially owns approximately 36%38.5% of our common stock. As a result, Mr. Glaser and his affiliates will have significant influence to:
•elect or defeat the election of our directors;
•amend or prevent amendment of our articles of incorporation or bylaws;
•effect or prevent a merger, sale of assets or other corporate transaction; and
•control the outcome of any other matter submitted to the shareholders for vote.
Furthermore, on February 10, 2020, we entered into a Series B Preferred Stock Purchase Agreement with Mr. Glaser pursuant to which Mr. Glaser invested approximately $10.0 million in RealNetworks in exchange for the issuance to him of approximately 8 million shares of our Series B Preferred Stock, par value $0.001 per share. The rights, preferences, limitations, and powers of the Series B Preferred Stock are set forth in and governed by the designation of rights and preferences of Series B Preferred Stock filed with the Secretary of State of the State of Washington. Those rights, preferences, limitations, and powers include the right to proportional adjustment and the right to any dividends or distributions declared with regard to our common stock, but the Series B Preferred Stock has no voting or consent rights, has no liquidation preference, has no preferred dividend, and has limitations on transferability. Each share of Series B Preferred Stock is convertible into one share of our common stock, however no conversion is permitted in the event that it would cause Mr. Glaser’s beneficial ownership of our common stock to exceed the 38.5% threshold set forth in our shareholder rights plan dated November 30, 2018.
The stock ownership of Mr. Glaser may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of RealNetworks, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.
Provisions of our charter documents, shareholder rights plan, and Washington law could discourage our acquisition by a third party.
Our articles of incorporation provide for a strategic transactions committee of the board of directors. Without the prior approval of this committee, and subject to certain limited exceptions, the board of directors does not have the authority to:
•adopt a plan of merger;
•authorize the sale, lease, exchange or mortgage of assets representing more than 50% of the book value of our assets prior to the transaction or on which our long-term business strategy is substantially dependent;
•authorize our voluntary dissolution; or
•take any action that has the effect of any of the above.
Mr. Glaser has special rights under our articles of incorporation to appoint or remove members of athe strategic transactions committee at his discretion that could make it more difficult for RealNetworks to be sold or to complete another change of control transaction without Mr. Glaser’s consent. RealNetworks has also entered into an agreement providing Mr. Glaser with certain contractual rights relating to the enforcement of our charter documents and Mr. Glaser’s roles and authority within RealNetworks. These rights and his role as Chairman of the Board of Directors, together with Mr. Glaser’s significant beneficial ownership, create unique potential for concentrated influence of Mr. Glaser over potentially material transactions involving RealNetworks and decisions regarding the future strategy and leadership of RealNetworks.
We have adopted a shareholder rights plan in December 1998, which was amended and restated in December 2008, and amended in April 2016 whichand February 2018, and again amended and restated in November 2018. The plan provides that shares of our common stock have associated preferred stock purchase rights. Therights, the exercise of these rightswhich would make the acquisition of RealNetworks by a third party more expensive to that party, and hashaving the effect of discouraging third parties from acquiring RealNetworks without the approval of our board of directors, which has the power to redeem these rights and prevent their exercise.
Washington law imposes restrictions on some transactions between a corporation and certain significant shareholders. The foregoing provisions of our charter documents, shareholder rights plan, our agreement with Mr. Glaser, and Washington law, as well as our charter provisions that provide for a classified board of directors and the availability of “blank check” preferred stock, could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. These provisions may therefore have the effect of limiting the price that investors might be willing to pay in the future for our common stock.
|
| | | | |
| Item 1B. | Unresolved Staff Comments |
None.
Our corporate and administrative headquarters and certain research and development and sales and marketing personnel are located at our facility in Seattle, Washington.
We lease properties primarily in the following locations that are utilized by all of our business segments, unless otherwise noted below, to house our research and development, sales and marketing, and general and administrative personnel:
|
| | | | | | | | | | | | | |
| Location | | Area leased (sq. feet) | | Lease expiration |
| Seattle, Washington (1) | | 86,00073,000 | | August 2024, with an option to
renew for two five-year periods
|
| Eindhoven, Netherlands (2) | | 23,000 | | June 2022 |
| |
(1) | As of December 31, 2017, we have reduced our use of the facility by 69%. The space which we no longer occupy is currently under sublease for all or a portion of the remaining lease term. For further information, please see Note 11. Lease Exit and Related Charges in this 10-K.(1)This facility is utilized only by headquarters. We have reduced our use of the facility by 63%. The space which we no longer occupy as of December 31, 2020 is currently under sublease for all or a portion of the remaining lease term. (2)This facility is utilized only by our Games segment. |
| |
(2) | This facility is utilized only by our Games segment. |
In addition, we lease smaller facilities in the U.S. and foreign countries, some of which support the operations of all of our business segments while others are dedicated to a specific business segment. We believe that our properties are in good
condition, adequate and suitable for the conduct of our business. For additional information regarding our obligations under leases, see Note 17.Commitments and Contingencies,15. Leases, in this 10-K.
See Note 17.16. Commitments and Contingencies, in this 10-K.
|
| | | | |
| Item 4. | Mine Safety Disclosures |
Not applicable.
PART II.
|
| | | | |
| Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
Our common stock is traded on The NASDAQ Stock Market under the symbol RNWK.
The high and low intraday sales prices for our common stock were as follows:
|
| | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 |
| | | High | | Low | | High | | Low |
| First Quarter | | $ | 5.45 |
| | $ | 4.50 |
| | $ | 4.43 |
| | $ | 3.04 |
|
| Second Quarter | | 4.84 |
| | 4.11 |
| | 4.65 |
| | 4.00 |
|
| Third Quarter | | 4.92 |
| | 3.90 |
| | 5.10 |
| | 3.97 |
|
| Fourth Quarter | | 5.00 |
| | 3.40 |
| | 5.14 |
| | 4.09 |
|
As of January 31, 2018,29, 2021, there were approximately 179162 holders of record of our common stock. Most shares of our common stock are held by brokers and other institutions on behalf of shareholders.
The declaration and payment of any future dividends, as well as the amount thereof, are subject to the discretion of our board of directors and will depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects and other factors deemed relevant by our board of directors. Accordingly, there can be no assurance that we will declare and pay any dividends in the future. No cash dividends were paid in 20172020 or 2016.2019.
Comparison of 5 year cumulative total return to shareholders on RealNetworks, Inc., common stock with the cumulative total return on the NASDAQ Composite Index and the Dow Jones U.S. Technology Index for the period beginning on December 31, 2012 and ended on December 31, 2017.
The total return on our common stock and each index assumes the value of each investment was $100 on December 31, 2012, and that all dividends were reinvested. Return information is historical and not necessarily indicative of future performance.
|
| | | | |
| Item 6. | Selected Financial Data |
The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and Notes to Consolidated Financial Statements included elsewhere in this report.
Not applicable.
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| | | (In thousands, except per share data) |
| Consolidated Statements of Operations Data: | | | | | | | | | | |
| Net revenue | | $ | 78,718 |
| | $ | 81,479 |
| | $ | 92,448 |
| | $ | 122,343 |
| | $ | 177,256 |
|
| Cost of revenue | | 23,164 |
| | 27,548 |
| | 39,520 |
| | 46,109 |
| | 54,094 |
|
| Extinguishment of liability | | — |
| | — |
| | — |
| | (10,580 | ) | | — |
|
| Gross profit | | 55,554 |
| | 53,931 |
| | 52,928 |
| | 86,814 |
| | 123,162 |
|
| Operating expenses: | | | | | | | | | | |
| Research and development | | 29,710 |
| | 29,923 |
| | 43,626 |
| | 52,765 |
| | 60,880 |
|
| Sales and marketing | | 22,953 |
| | 31,608 |
| | 48,231 |
| | 66,926 |
| | 79,893 |
|
| General and administrative | | 20,996 |
| | 27,415 |
| | 24,549 |
| | 34,001 |
| | 36,638 |
|
| Restructuring and other charges | | 2,526 |
| | 1,489 |
| | 5,279 |
| | 4,992 |
| | 5,765 |
|
| Lease exit and related charges | | — |
| | 2,239 |
| | 2,501 |
| | 880 |
| | 3,089 |
|
| Loss on litigation settlements | | — |
| | — |
| | — |
| | — |
| | 11,525 |
|
| Total operating expenses | | 76,185 |
| | 92,674 |
| | 124,186 |
| | 159,564 |
| | 197,790 |
|
| Operating income (loss) | | (20,631 | ) | | (38,743 | ) | | (71,258 | ) | | (72,750 | ) | | (74,628 | ) |
| Other income (expense), net (A) | | 439 |
| | 1,746 |
| | (13,494 | ) | | (1,382 | ) | | 16,721 |
|
| Income (loss) from continuing operations before income taxes | | (20,192 | ) | | (36,997 | ) | | (84,752 | ) | | (74,132 | ) | | (57,907 | ) |
| Income tax expense (benefit) | | (2,778 | ) | | 776 |
| | (1,290 | ) | | 489 |
| | 4,063 |
|
| Net income (loss) from continuing operations | | (17,414 | ) | | (37,773 | ) | | (83,462 | ) | | (74,621 | ) | | (61,970 | ) |
| Net income (loss) from discontinued operations, net of tax | | 1,109 |
| | 1,223 |
| | 1,615 |
| | 2,806 |
| | 2,980 |
|
| Net income (loss) | | $ | (16,305 | ) | | $ | (36,550 | ) | | $ | (81,847 | ) | | $ | (71,815 | ) | | $ | (58,990 | ) |
| Net income (loss) per share - diluted: | | | | | | | | | | |
| Continuing operations | | (0.47 | ) | | (1.02 | ) | | (2.31 | ) | | (2.08 | ) | | (1.74 | ) |
| Discontinued operations | | 0.03 |
| | 0.03 |
| | 0.05 |
| | 0.08 |
| | 0.08 |
|
| Net income (loss) per share - diluted | | $ | (0.44 | ) | | $ | (0.99 | ) | | $ | (2.26 | ) | | $ | (2.00 | ) | | $ | (1.66 | ) |
| Shares used to compute diluted net income (loss) per share | | 37,163 |
| | 36,781 |
| | 36,165 |
| | 35,947 |
| | 35,553 |
|
(A) Includes a $21.4 million pretax gain from the sale of equity securities in 2013. Additional details regarding this gain are available in our 2015 10-K.
|
| | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| | | (In thousands) |
| Consolidated Balance Sheets Data: | | | | | | | | | | |
| Cash, cash equivalents, and short-term investments | | $ | 59,975 |
| | $ | 77,052 |
| | $ | 99,129 |
| | $ | 161,706 |
| | $ | 226,155 |
|
| Working capital | | 55,157 |
| | 66,304 |
| | 91,373 |
| | 136,429 |
| | 191,522 |
|
| Total assets | | 121,496 |
| | 130,437 |
| | 161,343 |
| | 250,299 |
| | 342,781 |
|
| Shareholders’ equity | | 79,173 |
| | 88,581 |
| | 120,683 |
| | 197,198 |
| | 268,981 |
|
|
| | | | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
RealNetworks creates innovative technologyinvented the streaming media category in 1995 and continues to build on its foundation of digital media expertise and innovation, creating a new generation of products and services that make it easy to connect withenhance and enjoy digital media.secure our daily lives. We manage our business and report revenue and operating income (loss) in three segments: (1) Consumer Media (2) Mobile Services, and (3) Games.
Within our Consumer Media segment, revenue is primarily derived from the software licensing of our video compression and enhancement, or codec, technology,technologies, including primarily from our latestprior-generation codec RealMedia Variable Bitrate, or RMVB, as well as our newer codec technology, RealMedia High Definition, or RMHD. We also generate revenue from the salessale of our PC-based RealPlayer products, including RealPlayer Plus and related products. These products and services are delivered directly to consumers and through partners, such as OEMs and mobile device manufacturers.
Our Mobile Services business generates revenue primarily from the sale of SaaSsubscription services, which include our intercarrier messaging service and ringback tones, andas well as through software licenses for the integration of our RealTimes platform.platform and certain system implementations. We generate a significant portion of our revenue from sales within our Mobile Services business fromto a few mobile carriers. The loss of these contracts or the termination or non-renewal or renegotiation of contract termsOur Mobile Services segment also includes our computer vision platform, SAFR, which includes facial recognition technology that are less favorable to us could result in the loss of future revenues and could result in the loss of anticipated profits.leverages artificial intelligence-based machine learning.
Our Games business generates revenue primarily through itsthe development, publishing, and distribution of casual games under the GameHouse and Zylom brands, derivesbrands. Games are offered via mobile devices, digital downloads, and subscription play. We derive revenue from salesplayer purchases of mobilein-game virtual goods within our free-to-play games games licenses, online games subscription services, and from advertising on games sites and within our games.
We sold the Slingo and social casino portion of our games business to Gaming Realms plc, a London-based online gaming company, for $18.0 million in August 2015. The purpose ofsites. In addition, we derive revenue from the sale wasof individual games and subscription offerings.
RealNetworks allocates to derive value from this businessits Consumer Media, Mobile Services, and to allow greater focus on our traditional casual games business. This transaction is further described in Note 3.Acquisitions and Disposals, to the consolidated financial statements included in Item 8 of Part II of this Form 10-K.
We allocate to ourGames reportable segments certain corporate expenses which are directly attributable to supporting ourthese businesses, including, but not limited to, a portion of finance, IT, legal, human resources and headquarters facilities. Remaining expenses, which are not directly attributable to supporting the business,these businesses, are reported as corporate items. Corporate expensesThese corporate items also can include restructuring charges lease exit and related charges, as well as stock compensation expense.
OnAs described in Note 4, Acquisitions and Dispositions, RealNetworks acquired an additional 42% interest in Rhapsody International, Inc. (doing business as Napster) on January 18, 2019 bringing our ownership of Napster's outstanding stock to 84%, thus giving us a majority voting interest. For fiscal periods following the closing of the acquisition, we consolidated Napster's financial results into our financial statements, where Napster was reported as a separate segment. RealNetworks entered into a Support Agreement dated August 25, 2020 by and among its 84%-owned subsidiary, Napster, and MelodyVR Group PLC, referred to as MelodyVR, an English public limited company. The Support Agreement was executed in connection with an Agreement and Plan of Merger, or Merger Agreement, by and among Napster, MelodyVR, and a wholly owned subsidiary of MelodyVR that effectuated the merger. The Merger Agreement called for the merger of MelodyVR's merger sub
with and into Napster, with Napster surviving and becoming a wholly owned subsidiary of MelodyVR. Other than as Securityholder Representative, RealNetworks is not a party to the Merger Agreement.
The transaction closed on December 31, 2017, our contract with LOEN Entertainment, Co, Ltd. (LOEN)30, 2020 at which time MelodyVR assumed Napster's assets and liabilities, primarily relating to music licensing. MelodyVR paid consideration of approximately $26 million to certain holders of debt and equity of Napster, comprised of $12 million in cash, shares of MelodyVR, and a $3 million 18-month indemnity escrow. The shares of MelodyVR that RealNetworks received may not be sold or transferred, except in limited circumstances, for our musica period of one year. Certain proceeds from the transaction were used to fully repay the advance to Napster on demand services expired. As the profits generatedrevolving line of credit, as discussed in Note 9. Debt, pay Napster's transaction expenses, and pay amounts to certain of Napster's common stockholders. The final value to RealNetworks from this business had significantly declined over time, we did not renew the sole contract for this service. Accordingly, we have reportedtransaction is subject to the operating resultseventual payout of this businessthe indemnity escrow.
Effective on the execution of the Agreement and Plan of Merger on August 25, 2020, Napster was treated as discontinued operations for all periods presented. The assetsaccounting and liabilities ofdisclosure purposes. As such, Napster's operating results for the music on demand business atyears ended December 31, 20172020 and 2016 have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheet. Refer to Note 16 to our consolidated financial statements for additional information on these discontinued operations. Unless otherwise noted, amounts and percentages for all periods discussed below reflect the results of operations2019 and financial condition as of December 31, 2019 have been recast to conform to this presentation. Upon the close of the transaction, a gain on sale of approximately $1.9 million was recognized in discontinued operations.
COVID-19
In March 2020, the World Health Organization declared the outbreak of the novel coronavirus that causes COVID-19 to be a global pandemic. As the virus spread throughout the U.S. and the world, authorities implemented numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, business limitations, and shutdowns. In addition to the pandemic's widespread impact on public health and global society, reactions to the pandemic as well as measures taken to contain the virus have caused significant turmoil to the global economy and financial markets. Moreover, similar to other companies, we have taken steps to support the health and well-being of our continuing operations.employees, customers, partners and communities, which include working remotely and learning to operate our business in a fundamentally different way.
In 2017As the pandemic and containment measures generally evolved throughout 2020, we have had to reevaluate our consolidated revenue declined by $2.8 million compared with 2016,operating plans, resulting in some significant pivots for our growth initiatives. Moreover, as we continue to operate our business as efficiently as possible, we have taken steps to more aggressively reduce costs and reallocate resources. We are unable to predict the impacts that the COVID-19 pandemic will have on our results from operations, financial condition, liquidity and cash flows for fiscal 2021, due to a decreasethe numerous uncertainties, including the duration and severity of $2.5 million in Consumer Media revenuethe pandemic and $0.5 million in Mobile Services revenue. These decreases were offset by an increase of $0.3 million in Games revenue. See below for further information regarding fluctuations by segment.containment measures. We will continue to monitor and evaluate the effects to our businesses and adjust our plans as needed.
Financial Results
As of December 31, 2017,2020, we had $60.0$23.9 million in unrestricted cash and cash equivalents and short-term investments, compared to $77.1$8.5 million as of December 31, 2016.2019. The 2017 decrease2020 increase in cash and cash equivalents and short-term investments from December 31, 20162019 was primarily due primarily to our ongoing$10.0 million in cash flowsproceeds from the first quarter 2020 issuance of Series B Preferred Stock and proceeds from a promissory note issued in the second quarter of 2020 pursuant to the Payment Protection Program (PPP) of the CARES Act, with RealNetworks receiving $2.9 million. A subsidiary of RealNetworks, Scener, also received $2.1 million in the third quarter of 2020, in return for issuing SAFE Notes, as described in Note 5. Fair Value Measurements. During the fourth quarter of 2020, we received cash proceeds from the sale of Napster as described in Note 4. Acquisitions and Dispositions. The increase was partially offset by funds used in operating activities.our operations, which totaled $8.1 million.
In addition to our revenue growth plans, we have continued to reduce costs and better align our operating expenses with our revenue profile through various restructuring actions, as described below in Consolidated Operating Expenses. These actions drove the $16.5 million decline in our operating expenses during 2017 compared to 2016.
Summary of Results
The following discussion reflects RealNetworks' results from continuing operations. Consolidated results of operations were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | % Change | | | | |
| Total revenue | | $ | 68,062 | | | $ | 65,802 | | | | | $ | 2,260 | | | 3 | % | | | | |
| Cost of revenue | | 16,465 | | | 17,226 | | | | | (761) | | | (4) | % | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Gross profit | | 51,597 | | | 48,576 | | | | | 3,021 | | | 6 | % | | | | |
| Gross margin | | 76 | % | | 74 | % | | | | 2 | % | | | | | | |
| | | | | | | | | | | | | | |
| Total operating expenses | | 56,621 | | | 75,640 | | | | | (19,019) | | | (25) | % | | | | |
| Operating loss | | $ | (5,024) | | | $ | (27,064) | | | | | $ | 22,040 | | | 81 | % | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Total revenue | | $ | 78,718 |
| | $ | 81,479 |
| | $ | 92,448 |
| | $ | (2,761 | ) | | (3 | )% | | $ | (10,969 | ) | | (12 | )% |
| Cost of revenue | | 23,164 |
| | 27,548 |
| | 39,520 |
| | (4,384 | ) | | (16 | )% | | (11,972 | ) | | (30 | )% |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | 55,554 |
| | 53,931 |
| | 52,928 |
| | 1,623 |
| | 3 | % | | 1,003 |
| | 2 | % |
| Gross margin | | 71 | % | | 66 | % | | 57 | % | | 5 | % | | | | 9 | % | | |
| Total operating expenses | | 76,185 |
| | 92,674 |
| | 124,186 |
| | (16,489 | ) | | (18 | )% | | (31,512 | ) | | (25 | )% |
| Operating income (loss) | | $ | (20,631 | ) | | $ | (38,743 | ) | | $ | (71,258 | ) | | $ | 18,112 |
| | 47 | % | | $ | 32,515 |
| | 46 | % |
20172020 compared with 20162019
In 2020, our consolidated revenue increased by $2.8$2.3 million, or 3%. The reductionincrease in revenue resulted from a declinewas primarily due to increases in our Games segment of $2.5$3.1 million, which was partially offset by decreases of $0.6 million in our Consumer Media segment,revenue and a decline of $0.5 million in our Mobile Services segment. These declines were offset by an increase of $0.3 million in our GamesMobile Services revenue. See below for further information regarding fluctuations by segment. For further detail regarding the changes, please see the discussions of segment revenues below. Gross margin increased to 71%76% from 66%, driven by margin increases in Consumer Media and Mobile Services, offset by decreased margin in our games business74% due to increased app store fees as our mix shifts towards mobile games.the combination of higher revenues and cost reduction efforts.
Operating expenses decreased by $16.5$19.0 million asin 2020 compared with 2019 primarily due to reductions to the prior year as a resultcontingent consideration liability of our continuing cost reduction efforts. These efforts were the primary reason for reductions to$9.6 million, lower salaries benefits and other people related expenses of $7.2 million, decreased professional services costsfees of $7.7 million, facilities costs of $4.6 million, marketing expense of $1.8$1.1 million, and lower lease exitfacility costs of $2.2$0.9 million. Further contributing toSee Note 5. Fair Value Measurements for additional information on the decrease year over year is a benefit of $0.5 million relating to warrants received from Napsterchange in the first quarter of 2017, which is discussed further in Note 5 Fair Value Measurements. These decreases were offset by an increase of $1.0 million in restructuring due to increased severance charges.contingent consideration liability.
2016 compared with 2015
Revenue decreased by $11.0 million, or 12%. The reduction in revenue resulted from a decline of $5.6 million in our Games segment, a decline of $3.6 million in our Consumer Media segment and a decline of $1.8 million in our Mobile Services segment. For further detail regarding the changes, please see the discussions of segment revenues below. Gross margin increased to 66% from 57%, driven by margin increases in Consumer Media and Mobile Services, offset by decreased margin in our games business due to increased app store fees.
Operating expenses decreased by $31.5 million as compared to the prior year due to savings of $11.1 million realized from the sale of the Slingo and social casino games business and from the impact of our continuing cost reduction efforts. These efforts were the primary reason for reductions to personnel and related costs of $9.3 million, marketing costs of $7.9 million, restructuring of $4.1 million and facilities and related depreciation expense, due to the reduction of our corporate office space, of $2.8 million. These reductions were offset in part by the benefit recognized in the first quarter of 2015 relating to warrants received from Napster, an expense benefit received in 2015 for the release of certain previously accrued sales taxes, and higher stock compensation expense in 2016 resulting from the first quarter 2016 authorization and grant of fully vested equity awards as payment for 2015 incentive bonuses.
Segment Operating Results
Consumer Media
Consumer Media segment results of operations were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | % Change | | | | |
| Total revenue | | $ | 12,581 | | | $ | 13,170 | | | | | $ | (589) | | | (4) | % | | | | |
| Cost of revenue | | 2,273 | | | 3,031 | | | | | (758) | | | (25) | % | | | | |
| | | | | | | | | | | | | | |
| Gross profit | | 10,308 | | | 10,139 | | | | | 169 | | | 2 | % | | | | |
| Gross margin | | 82 | % | | 77 | % | | | | 5 | % | | | | | | |
| Total operating expenses | | 8,889 | | | 11,186 | | | | | (2,297) | | | (21) | % | | | | |
| Operating income (loss) | | $ | 1,419 | | | $ | (1,047) | | | | | $ | 2,466 | | | NM | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Total revenue | | $ | 22,569 |
| | $ | 25,051 |
| | $ | 28,613 |
| | $ | (2,482 | ) | | (10 | )% | | $ | (3,562 | ) | | (12 | )% |
| Cost of revenue | | 4,460 |
| | 7,074 |
| | 13,257 |
| | (2,614 | ) | | (37 | )% | | (6,183 | ) | | (47 | )% |
| Gross profit | | 18,109 |
| | 17,977 |
| | 15,356 |
| | 132 |
| | 1 | % | | 2,621 |
| | 17 | % |
| Gross margin | | 80 | % | | 72 | % | | 54 | % | | 8 | % | | | | 18 | % | | |
| Total operating expenses | | 14,530 |
| | 18,399 |
| | 26,526 |
| | (3,869 | ) | | (21 | )% | | (8,127 | ) | | (31 | )% |
| Operating income (loss) | | $ | 3,579 |
| | $ | (422 | ) | | $ | (11,170 | ) | | $ | 4,001 |
| | NM |
| | $ | 10,748 |
| | 96 | % |
2017 compared with 2016
Total Consumer Media revenue in 2017 decreased by $2.5$0.6 million, or 10%4% as compared to the prior year. Of the decrease, $1.6 million is due to continuing declines in our subscription products, as well as a decrease of $0.6 million from licensing of our codec technologies due to timing of contract renewals.
Cost of revenue decreased by $2.6 million, resulting in an increase in gross margin of 8 percentage points. The decrease to cost of revenue was driven by lower bandwidth and other support costs of $1.8 million directly resulting from our ongoing efforts to optimize functionality and increase efficiencies. The decrease was also due to reduced royalties compared to the prior year of $0.3 million and reduced third party customer service costs of $0.3 million.
Operating expenses decreased by $3.9 million compared to the prior year, due to lower expenses for facilitiesdecreased software license revenues of $0.6 million and supportdecreased subscription services of $2.8$0.6 million, as a resultpartially offset by increased product sales of our ongoing cost reduction efforts, the acceleration of depreciation expense of $0.7$0.5 million taken in the first quarter of 2016 related to the obsolescence of e-commerce assets,from RealPlayer Plus. Advertising and lower marketing expense of $0.3 million.
2016 compared with 2015
Total Consumer Mediaother revenue decreased by $3.6increased $0.1 million or 12% aswhen compared to the prior year. Ofyear due to the non-recurring recognition of previously deferred third-party software product distribution revenue in the amount of $0.6 million, which was largely offset by lower advertising revenue.
Software License
For our software license revenues, the $0.6 million decrease was primarily due to the recognition of revenue on a contract that was effectuated and fully recognized for $1.0 million in 2019. Also contributing to the decrease $2.2 million is due primarily towas the timing of contractsshipments and contractpayments for approximately $0.9 million in 2019. These decreases were partially offset by renewals from existing customers in 2020. The bulk of these licenses for our codec technology licenses. Continuingare with companies based in China and, in the near term, it is possible we may see continued pressure on pricing and renewals, and potential further declines in sales.
Subscription Services
For our subscription services revenues, the decrease of $0.6 million was primarily due to further declines in our legacy subscription products, of $1.5 million also contributedwhich we expect to the decrease in Consumer Media revenue.continue.
Cost of revenue decreased by $6.2$0.8 million, resulting in an increase in gross margin of 18 percentage points. The decrease to cost of revenue was driven by lower bandwidth costs of $3.8 million, as well as a reduction in salaries and personnel expenses of $1.0 million and customer support costs of $0.4 million.
Operating expenses decreased by $8.1 million compared to the prior year. The decreaseor 25%. This was primarily due to reductions in salaries and personnelother people related expenses of $0.7 million.
Operating expenses decreased by $2.3 million, or 21%, compared to the prior year, primarily due to lower salaries and benefits, from headcount reductions, of $1.9 million as well as lower infrastructure costs of $4.5 million, marketing costs of $2.4 million and professional services of $1.5$0.5 million.
Mobile Services
Mobile Services segment results of operations were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | % Change | | | | |
| Total revenue | | $ | 26,889 | | | $ | 27,143 | | | | | $ | (254) | | | (1) | % | | | | |
| Cost of revenue | | 6,725 | | | 7,500 | | | | | (775) | | | (10) | % | | | | |
| Gross profit | | 20,164 | | | 19,643 | | | | | 521 | | | 3 | % | | | | |
| Gross margin | | 75 | % | | 72 | % | | | | 3 | % | | | | | | |
| Total operating expenses | | 24,787 | | | 29,340 | | | | | (4,553) | | | (16) | % | | | | |
| Operating loss | | $ | (4,623) | | | $ | (9,697) | | | | | $ | 5,074 | | | 52 | % | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Total revenue | | $ | 30,752 |
| | $ | 31,289 |
| | $ | 33,087 |
| | $ | (537 | ) | | (2 | )% | | $ | (1,798 | ) | | (5 | )% |
| Cost of revenue | | 10,021 |
| | 12,606 |
| | 17,057 |
| | (2,585 | ) | | (21 | )% | | (4,451 | ) | | (26 | )% |
| Gross profit | | 20,731 |
| | 18,683 |
| | 16,030 |
| | 2,048 |
| | 11 | % | | 2,653 |
| | 17 | % |
| Gross margin | | 67 | % | | 60 | % | | 48 | % | | 7 | % | | | | 12 | % | | |
| Total operating expenses | | 27,970 |
| | 34,439 |
| | 44,311 |
| | (6,469 | ) | | (19 | )% | | (9,872 | ) | | (22 | )% |
| Operating income (loss) | | $ | (7,239 | ) | | $ | (15,756 | ) | | $ | (28,281 | ) | | $ | 8,517 |
| | 54 | % | | $ | 12,525 |
| | 44 | % |
2017 compared with 2016
Mobile Services revenue decreaseddeclined by $0.5$0.3 million, or 2%1%, and was primarily driven by a decrease of $0.6 million for system integrations for our carrier partners and $0.6$2.2 million in subscription services revenue, offset by an increase of $2.0 million in software license revenue.
Software license
For our intercarrier messaging service.software license revenues, the $2.0 million increase was primarily the result of revenue from sales of our SAFR product, with a $1.9 million increase over the prior year.
Subscription service
For our subscription services, the $2.2 million decrease was driven by fewer subscribers to our ringback tones resulting in a decrease in revenue of $2.7 million. These decreases were offset by an increase in revenue from our intercarrier messaging platform business of $0.4 million in our ringback tones business andmillion.
Cost of $0.4 million from our RealTimes platform.
Gross margin improvedrevenue decreased by $2.1$0.8 million or 7 percentage points,10% as compared to the prior year. The increase wasyear, due primarily to our cost reduction efforts, including reductions toin salaries and infrastructure costs, as well as reduced bandwidth and customer service costs.benefits of $0.6 million related to headcount reductions.
Operating expenses decreased by $6.5$4.6 million or 16% primarily due to a decrease indecreased salaries, benefits and benefitsother people related costs of $3.8$2.8 million, reduced expenses for facilities and support serviceslower marketing costs of $1.7$1.4 million, and a reduction in marketing expenselower infrastructure costs of $0.6$0.7 million.
2016 compared with 2015
Mobile Services revenue decreased by $1.8 million, or 5%, which was driven by a decrease of $2.2 million in our ringback tones business, as well as $0.8 million decrease from our Helix product, which we no longer sell. These decreases were offset in part by an increase of $1.9 million from system implementations of our RealTimes platform for certain carrier partners.
Gross margin improved by $2.7 million, or 12 percentage points, as compared to the prior year. The increase was due primarily to savings related to our SaaS service offerings, such as professional services, third-party customer service, ringback tones and from our RealTimes mobile services.
Operating expenses decreased by $9.9 million, due to a decrease in personnel and related expenses of $4.7 million and in marketing expense of $4.1 million.
Games
Games segment results of operations were as follows (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Total revenue | | $ | 25,397 |
| | $ | 25,139 |
| | $ | 30,748 |
| | $ | 258 |
| | 1 | % | | $ | (5,609 | ) | | (18 | )% |
| Cost of revenue | | 8,710 |
| | 7,919 |
| | 9,291 |
| | 791 |
| | 10 | % | | (1,372 | ) | | (15 | )% |
| Gross profit | | 16,687 |
| | 17,220 |
| | 21,457 |
| | (533 | ) | | (3 | )% | | (4,237 | ) | | (20 | )% |
| Gross margin | | 66 | % | | 68 | % | | 70 | % | | (2 | )% |
| | | (2 | )% | | |
| Total operating expenses | | 20,401 |
| | 19,644 |
| | 29,086 |
| | 757 |
|
| 4 | % | | (9,442 | ) | | (32 | )% |
| Operating income (loss) | | $ | (3,714 | ) | | $ | (2,424 | ) | | $ | (7,629 | ) | | $ | (1,290 | ) |
| (53 | )% | | $ | 5,205 |
| | 68 | % |
2017 compared with 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | % Change | | | | |
| Total revenue | | $ | 28,592 | | | $ | 25,489 | | | | | $ | 3,103 | | | 12 | % | | | | |
| Cost of revenue | | 7,451 | | | 6,975 | | | | | 476 | | | 7 | % | | | | |
| Gross profit | | 21,141 | | | 18,514 | | | | | 2,627 | | | 14 | % | | | | |
| Gross margin | | 74 | % | | 73 | % | | | | 1 | % | | | | | | |
| Total operating expenses | | 19,936 | | | 20,220 | | | | | (284) | | | (1) | % | | | | |
| Operating income (loss) | | $ | 1,205 | | | $ | (1,706) | | | | | $ | 2,911 | | | NM | | | | |
Games revenue increased by $0.3$3.1 million, or 1%12% as compared to the prior year primarily due to growth in our mobile games business, as the increaseincreases of $1.9$4.4 million in our mobile gamesproduct sales revenues wasand other revenues, partially offset by a decrease of $1.6$1.3 million in subscription services revenues, described more fully below. Our Games segment has shifted its focus toward free-to-play games that offer in-game purchases of virtual goods, the revenue from which is included within product sales, and away from premium mobile games that require a one-time purchase or subscription.
Subscription Services
Our subscription sales decreased $1.3 million as a result of lower subscribers in 2020 as compared to 2019.
Product sales
Our product sales increased $4.1 million as a result of higher in-game purchases of $6.5 million compared to the prior-year period, offset by lower sales of games of $2.4 million as we have shifted toward free-to-play games that offer in-game purchases of virtual goods and away from premium mobile games that require a one-time purchase.
Advertising and other
Our advertising and other revenues increased $0.4 million as compared to the prior-year period primarily as a result of offering more in-game advertising within our otherfree-to-play games, revenues.partially offset by decreases in advertising revenue from premium mobile games.
Cost of revenue increased by $0.8$0.5 million, or 10%7%, as compared to the prior year, due to an increase of $0.6 million from increased royalty fees paid to developers, as well as an increase of $0.6 million inhigher app store fees related to our mobile revenue growth in the casual games business. These increases wereof $1.0 million, partially offset by lower facilitiespublisher license and support service costs as compared to the prior year.
Operating expenses increased by $0.8 million, or 4% as compared to the prior-year period, due to increased salaries, benefits and professional services costs of $1.2 million due to our continued investment in growing our mobile games offering, as well as increased facilities charges of $0.4 million. These increases were offset in part by lower marketing costs of $0.9 million.
2016 compared with 2015
Games revenue decreased by $5.6 million, or 18% as compared to the prior year. Of the total decline, $4.9 million was related to the sale of our Slingo and social casino business in August of 2015, as well as a decrease of $1.4 million in our subscription game business and $1.0 million in retail games. These declines were offset in part by an increase of $2.1 million due to growth in our mobile games business.
Cost of revenue decreased by $1.4 million, or 15%, as compared to the prior year, due to savings of $2.0 million realized following the sale of the Slingo and social casino games business. This decrease was offset in part by an increase of $0.7 million in app store fees related to our mobile revenue growth in the casual games business.royalties.
Operating expenses decreased by $9.4$0.3 million, or 32%. This reduction in operating expenses wasprimarily due to savingslower salaries and other people related costs of $11.1$1.0 million, from the 2015 saleprofessional services fees and development costs of our Slingo$1.0 million and social casino games business. These decreases wereinfrastructure expenses of $0.2 million, partially offset by increaseshigher marketing fees of $2.3 million for salaries and related personnel costs from our continuing casual games busines$1.9 million.
Corporate
Corporate segment results of operations were as follows (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Cost of revenue | | $ | (27 | ) | | $ | (51 | ) | | $ | (85 | ) | | $ | 24 |
| | (47 | )% | | $ | 34 |
| | (40 | )% |
| Total operating expenses | | 13,284 |
| | 20,192 |
| | 24,263 |
| | (6,908 | ) | | (34 | )% | | (4,071 | ) | | (17 | )% |
| Operating income (loss) | | $ | (13,257 | ) | | $ | (20,141 | ) | | $ | (24,178 | ) | | $ | 6,884 |
| | 34 | % | | $ | 4,037 |
| | 17 | % |
2017 compared with 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | % Change | | | | |
| Cost of revenue | | $ | 16 | | | $ | (280) | | | | | $ | 296 | | | NM | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total operating expenses | | 3,009 | | | 14,894 | | | | | (11,885) | | | (80) | % | | | | |
| Operating income (loss) | | $ | (3,025) | | | $ | (14,614) | | | | | $ | 11,589 | | | 79 | % | | | | |
Operating expenses decreased by $6.9$11.9 million, or 34%80%. The decrease was primarily due to a $4.6lower salaries and other people related costs of $1.6 million reduction in salary, benefit and lower professional service expenses, a reductionfees of $2.2$0.6 million. The overall decrease was also impacted by $9.6 million in lease exit and related charges, as well as a benefit of $0.5 million relating to the warrant received from Napsterchange in fair value of the first quarter of 2017, which is discussed further incontingent consideration liability. See Note 55. Fair Value Measurements and lower expenses for facilities and support services as a result of our reduction of office space at our corporate headquarters and ongoing cost reduction efforts. These decreases were offset by an increase of $1.0 million relating to increased restructuring charges due to increased severance cost as compared to the prior-year period.additional information.
2016 compared with 2015
Operating expenses decreased by $4.1 million, or 17%. The decrease was primarily due to $4.1 million lower restructuring charges in 2016 compared to 2015, as well as a reduction of $1.5 million in salary, benefit and professional service expenses, and lower expenses for facilities and support services as a result of our reduction of office space at our corporate headquarters and ongoing cost reduction efforts. These decreases were offset in part by the prior year release of $2.4 million for previously accrued sales taxes, a benefit of $1.2 million relating to the warrants received from Napster in the first quarter of 2015 and an increase in stock compensation expense of $0.8 million in 2016 due in part to the authorization and granting of fully vested equity awards for our 2015 incentive bonuses in the first quarter of 2016.
Consolidated Operating Expenses
Our operating expenses consist primarily of salaries and related personnel costs including stock basedstock-based compensation, consulting fees associated with product development, sales commissions, amortization of certain intangible assets capitalized in our acquisitions, professional service fees, advertising costs, restructuring charges, and restructuring charges.lease exit costs. Operating expenses were as follows (dollars in thousands):
| | | | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change | | 2020 | | 2019 | | | 2020-2019
Change | | % Change | |
| Research and development | | $ | 29,710 |
| | $ | 29,923 |
| | $ | 43,626 |
| | $ | (213 | ) | | (1 | )% | | $ | (13,703 | ) | | (31 | )% | Research and development | | $ | 24,319 | | | $ | 27,850 | | | | $ | (3,531) | | | (13) | % | |
| Sales and marketing | | 22,953 |
| | 31,608 |
| | 48,231 |
| | (8,655 | ) | | (27 | )% | | (16,623 | ) | | (34 | )% | Sales and marketing | | 21,042 | | | 23,016 | | | | (1,974) | | | (9) | % | |
| General and administrative | | 20,996 |
| | 27,415 |
| | 24,549 |
| | (6,419 | ) | | (23 | )% | | 2,866 |
| | 12 | % | General and administrative | | 17,331 | | | 21,820 | | | | (4,489) | | | (21) | % | |
| Fair value adjustments to contingent consideration liability | | Fair value adjustments to contingent consideration liability | | (8,600) | | | 1,000 | | | | (9,600) | | | NM | |
| Restructuring and other charges | | 2,526 |
| | 1,489 |
| | 5,279 |
| | 1,037 |
| | 70 | % | | (3,790 | ) | | (72 | )% | Restructuring and other charges | | 2,529 | | | 1,954 | | | | 575 | | | 29 | % | |
| Lease exit and related charges | | — |
| | 2,239 |
| | 2,501 |
| | (2,239 | ) | | (100 | )% | | (262 | ) | | (10 | )% | |
| Total consolidated operating expenses | | $ | 76,185 |
| | $ | 92,674 |
| | $ | 124,186 |
| | $ | (16,489 | ) | | (18 | )% | | $ | (31,512 | ) | | (25 | )% | Total consolidated operating expenses | | $ | 56,621 | | | $ | 75,640 | | | | $ | (19,019) | | | (25) | % | |
Research and development expenses decreased by $0.2$3.5 million, or 1%13%, in the year ended 20172020 as compared to 2016.2019 primarily due to a decrease in salaries and other people related costs of $2.0 million, lower professional service fees and development costs of $1.2 million and lower infrastructure costs of $0.4 million.
Sales and marketing expenses decreased by $2.0 million, or 9%, in the year ended 2020, compared with 2019. The decrease was primarily due to a decrease in salaries and other people related costs of $2.9 million. The decrease was partially offset by higher marketing and professional fees of $0.8 million.
General and administrative expenses decreased by $4.5 million, or 21%, in the year ended 2020, compared with 2019. The decrease was primarily due to lower salaries and other people related costs of $2.4 million, lower professional fees of $1.1 million and lower facility expenses for facilities and support services of $1.0 million as a result of our ongoing cost reduction efforts. $0.8 million.
The decrease was also duefair value adjustments to the acceleration of depreciation expense of $0.7contingent consideration liability changed by $9.6 million taken in the first quarter of 2016. These decreases were offset in part by an increase of $1.3 million in salaries, benefits and professional services expense due to increased efforts towards our growth initiatives.
Research and development expenses decreased by $13.7 million, or 31%, in the year ended 2016 as compared to 2015. The decrease was primarily due to a $5.1 million reduction from the sale of our Slingo and social casino games business, a $5.1 million reduction in personnel and related expenses, and a $2.9 million decrease in infrastructure costs, including reduced expenses for facilities and support services as a result of reduction of office space at our corporate headquarters.
Sales and marketing expenses decreased by $8.7 million, or 27%, in the year ended 2017,2020, compared with 2016. The decrease was due to reductions of $5.7 million in salaries, benefits and professional services fees, a $1.9 million decrease in marketing expenses, as well as decreased facilities and support services costs of $1.1 million.
Sales and marketing expenses decreased by $16.6 million, or 34%, in the year ended 2016, compared with 2015. The decrease was primarily due to a $4.9 million reduction from the sale of our Slingo and social casino games business, a decrease of $7.6 million in marketing expenses, a $2.6 million decrease in personnel and related expenses, as well as decreased facilities and support services costs.
General and administrative expenses decreased by $6.4 million, or 23%, in the year ended 2017 compared with 2016. The decrease was primarily due to a reduction of $3.4 million in salaries, benefits and professional services fees, a decrease of $1.8 million related to reduced facilities and support services costs, as well as the first quarter 2017 benefit of $0.5 million relating to warrants we received from Napster, which are discussed further in2019. See Note 55. Fair Value Measurements. Also contributing to the decrease was a benefit of $0.4 million in the first quarter of 2017 related to the release of previously accrued taxes.Measurements for additional information.
General and administrative expenses increased by $2.9 million, or 12%, in the year ended 2016, compared with 2015. The increased costs year over year were partially due to the prior year release of $2.4 million for previously accrued sales taxes, the impact of the benefit received in 2015 relating to warrants received from Napster of $1.2 million, and accelerated depreciation
expense in 2016 due in part to a reduction in space at our corporate headquarters. These increases were offset in part by further reductions in personnel and related expenses of $1.6 million and savings recognized from the sale of our Slingo and social casino games business of $1.2 million.
Restructuring and other charges and Lease exit and related charges consist of costs associated with the ongoing reorganization of our business operations and our ongoing expense re-alignment efforts. The restructuring expense amounts in all years primarily related to severance costs due to workforce reductions. For additional details on these charges, see Note 10.Restructuring Chargesand Note 11.Lease Exit and Related Charges.Other Charges.
Other Income (Expenses)
Other income (expenses), net was as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | | | 2020-2019
Change | | %
Change | | | | |
| Interest expense | | $ | (20) | | | $ | — | | | | | $ | (20) | | | NM | | | | |
| Interest income | | 38 | | | 98 | | | | | (60) | | | (61) | % | | | | |
| Gain on equity and other investments, net | | 111 | | | 12,338 | | | | | (12,227) | | | (99) | % | | | | |
| Other income (expense), net | | (164) | | | 102 | | | | | (266) | | | NM | | | | |
| Total other income (expense), net | | $ | (35) | | | $ | 12,538 | | | | | $ | (12,573) | | | NM | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 | | 2017-2016 Change | | % Change | | 2016-2015 Change | | % Change |
| Interest income, net | | $ | 436 |
| | $ | 449 |
| | $ | 680 |
| | $ | (13 | ) | | (3 | )% | | $ | (231 | ) | | (34 | )% |
| Gain (loss) on investments, net | | 4,500 |
| | 8,473 |
| | (159 | ) | | (3,973 | ) | | (47 | )% | | 8,632 |
| | NM |
|
| Equity in net loss of Napster | | (3,991 | ) | | (6,533 | ) | | (14,521 | ) | | 2,542 |
| | (39 | )% | | 7,988 |
| | (55 | )% |
| Other income (expense), net | | (506 | ) | | (643 | ) | | 506 |
| | 137 |
| | (21 | )% | | (1,149 | ) | | (227 | )% |
| Total other income (expense), net | | $ | 439 |
| | $ | 1,746 |
| | $ | (13,494 | ) | | $ | (1,307 | ) | | 75 | % | | $ | 15,240 |
| | 113 | % |
The 2017 Gain (loss) on investment, net, was due to the collectionequity and recognition of the second and final anniversary payment of $4.5 million from our 2015 sale of the Slingo and social casino business, which included an agreed-to additional $0.5 million as a result of the extension of the second anniversary payment from August to December.
The 2016 Gain (loss) onother investments, net was due to the collection and recognition of the first anniversary payment of $4.0 million from our 2015 sale of the Slingo and social casino business, a net gain of $2.5 million from the sale of our remaining J-Stream investment, and a gain of $2.0 million, net of transaction costs, from the sale of a domain name.
As described further in Note 4.Napster Joint Venture, we account for our investment in Napster under the equity method of accounting. The net carrying value of our investment in Napster is not necessarily indicative of the underlying fair value of our investment.
Income Taxes
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
Based on currently available information we have estimated and accrued a discrete tax benefit of $3.6 million as a result of the Tax Act in the period ending December 31, 2017. This tax benefit primarily relates to the repeal of corporate AMT which allows AMT credit carryforwards to be refundable beginning in 2018.
For various reasons that are discussed below, we have not completed our final accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of elements for which our analysis is not yet complete, we recorded provisional adjustments. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with GAAP on the basis of the tax laws in effect before the Tax Act.
The Tax Act reduces the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we have recorded a decrease related to deferred tax assets and liabilities, with a corresponding adjustment to the valuation allowance. Our estimate of the impact of the corporate tax rate change was not material and is not expected to change materially from our provisional adjustments.
The Tax Act repeals corporate AMT for tax years beginning January 1, 2018, and provides that existing AMT credit carryovers are refundable beginning in 2018. The Company has approximately $3.6 million of AMT
credit carryovers that are expected to be fully refunded by 2022. As there was a valuation allowance against the Company’s AMT credit deferred tax asset, the repeal of corporate AMT resulted in an income tax benefit for the year ended December 31, 2017. The impact2020 includes unrealized gains on equity securities of $0.7 million, partially offset by net losses in equity investments of $0.6 million. Gain on equity and other investments, net for the repealyear ended December 31, 2019 includes $12.3 million related to RealNetworks' gain on consolidation of corporate AMT is not expected to change materially from our provisional adjustments.Napster, as described in more detail in Note 4. Acquisitions and Dispositions.
The Tax Act provides for a one-time deemed repatriation transition tax on previously untaxed accumulatedfluctuation in Other income (expense), net primarily relates to foreign exchange gains and current earnings and profits (E&P) of certain foreign subsidiaries. To determine the amount of tax, the Company must determine the amount of post-1986 E&P of relevant subsidiaries. We are able to make a reasonable estimate of the transition tax, which is expected to be zero. However, we are continuing to gather additional information to precisely compute the amount of transition tax, if any.losses.
The Tax Act creates a new requirement that certain income (i.e. GILTI) earned by controlled foreign corporations (CFCs) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income.Under GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (“the period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (“the deferred method”). We have selected the period cost method. We are able to make a reasonable estimate of the GILTI inclusion, which is expected to be zero. However, because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and its application under GAAP.
The ultimate impact of the Tax Act may differ from these estimates, possibly materially, due to, among other things, changes in interpretations and assumptions made by the Company, as well as additional regulatory and accounting guidance that may be issued.Income Taxes
During the years ended December 31, 2017, 2016,2020 and 2015,2019, we recognized income tax benefitexpense from continuing operations of $2.8 million, income tax expense of $0.8$0.1 million and income tax benefit of $1.3$0.7 million, respectively, related to U.S. and foreign income taxes.
In general, the amount of tax expense or benefit allocated to continuing operations is determined without regard to the tax effects of other categories of income or loss, such as discontinued operations. However, an exception to the general rule is provided in Topic 740 when there is a pre-tax loss from continuing operations and there are items charged or credited to other
categories, including discontinued operations, in the current year. Pursuant to Topic 740, the gain from discontinued operations was considered in determining the $0.1 million tax expense allocated to the loss from continuing operations.
The income tax benefitexpense from continuing operations for the year ended December 31, 20172020 and 2019 was largely the result of a $3.6 million income tax benefit related to the repeal of corporate AMT under the Tax Act, offset by withholding taxes and income taxes in foreign jurisdictions. The tax expense for the year ended December 31, 2016 was largely the result of foreign withholding taxes and income taxes in foreign jurisdictions. The tax benefit for the year ended December 31, 2015 was largely the result of an income tax benefit related to the sale of the Slingo and social casino games business in the quarter ended September 30, 2015, offset by foreign withholding taxes and income taxes in foreign jurisdictions.
We assess the likelihood that our deferred tax assets will be recovered based upon our consideration of many factors, including the current economic climate, our expectations of future taxable income, our ability to project such income, and the appreciation of our investments and other assets. We maintain a partial valuation allowance of $137.1$128.3 million for our deferred tax assets due to uncertainty regarding their realization as of December 31, 2017.2020. The net decrease in the valuation allowance since December 31, 20162019 of $39.2$32.5 million was the result of a decrease in current year deferred tax assets, which was primarilymainly related to the corporate tax rate reduction under the Tax Act,disposition of Napster, for which the Company maintainsmaintained a valuation allowance.
We generate income in a number of foreign jurisdictions, some of which have higher tax rates and some of which have lower tax rates relative to the U.S. federal statutory rate. Changes to the blend of income between jurisdictions with higher or lower effective tax rates than the U.S. federal statutory rate could affect our effective tax rate. For the year ended December 31, 2017,2020, decreases in tax expense from income generated in foreign jurisdictions with lower tax rates in comparison to the U.S. federal statutory rate were offset by increases in tax expense from income generated in foreign jurisdictions having comparable, or higher tax rates in comparison to the U.S. federal statutory rate.
As of December 31, 20172020 and 2016, we2019, RealNetworks had $0.4$0.7 million and $0.5$5.0 million of unrecognizedin uncertain tax benefits,positions, respectively. The decrease in uncertain tax positions is primarily the result of the Napster Disposition, for which unrecognized tax positions were removed relating to federal research and development tax credit carryforward risks, as well as transfer pricing risks in certain foreign jurisdictions. The remaining unrecognized tax benefits isare due to federal research and development tax credit carryforward risks. As of December 31, 2017,2020, there are no unrecognized tax benefits remaining that would affect our effective tax rate if recognized, as the offset would increase the valuation allowance. We do not anticipate that the total amount of unrecognized tax benefits will significantly change within the next twelve months.
We file numerous consolidated and separate income tax returns in the U.S. including federal, state and local, as well as foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal income tax examinations for tax years before 2013 or state, local, or foreign income tax examinations for years before 1993. We are currently under audit by various states and foreign jurisdictions for certain tax years subsequent to 1993.
Liquidity and Capital Resources
The following summarizes working capital, cash and cash equivalents, short-term investments, and restricted cash and investments (in thousands):
| | | | | | | | | | | | | | |
| | | December 31, |
| | | 2020 | | 2019 |
| Working capital, excluding cash and cash equivalents | | $ | 1,148 | | | $ | (5,808) | |
| Cash and cash equivalents | | 23,940 | | | 8,472 | |
| Restricted cash equivalents | | 1,630 | | | 4,880 | |
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| Working capital | | $ | 55,157 |
| | $ | 66,304 |
|
| Cash, cash equivalents, and short-term investments | | 59,975 |
| | 77,052 |
|
| Restricted cash and investments | | 2,400 |
| | 2,700 |
|
Cash and cash equivalents increased $15.5 million from December 31, 2019 due to $10.0 million in cash proceeds from the first quarter 2020 issuance of Series B Preferred Stock, cash proceeds received from the sale of Napster during the fourth quarter of 2020, as described in Note 4. Acquisitions and Dispositions, proceeds of $2.9 million from the PPP promissory note, and issuance of SAFE Notes of $2.1 million. These increases were partially offset by cash used in operations.
The decrease in 2017 working capital as compared to December 31, 2016, which includes cash,restricted cash equivalents and short term investments, was primarilyis due to a reduction in the restricted amounts required by our ongoing negative cash flow used inamended Loan Agreement of $2.0 million and the release of restricted funds held for the corporate headquarters lease, which have been satisfied with a letter of credit. See Note 9. Debt for additional information on amendments to our operationsrevolving line of $21.4 million.credit.
The following summarizes cash flow activity from continuing operations (in thousands):
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Cash provided by (used in) operating activities | | $ | (21,350 | ) | | $ | (24,328 | ) | | $ | (68,982 | ) |
| Cash provided by (used in) investing activities | | 37,118 |
| | 11,552 |
| | 15,728 |
|
| Cash provided by (used in) financing activities | | (117 | ) | | (345 | ) | | 341 |
|
| | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2020 | | 2019 | | |
| Cash used in operating activities | | $ | (8,083) | | | $ | (21,315) | | | |
| Cash provided by (used in) investing activities | | (408) | | | 11,324 | | | |
| Cash provided by financing activities | | 11,034 | | | 4,068 | | | |
Cash used in operating activities consisted of net income (loss)loss from continuing operations adjusted for certain non-cash items such as depreciation and amortization, as well asstock-based compensation, gain on equity and other investments, fair value adjustments to the
contingent consideration liability, loss on impairment of operating lease assets and the effect of changes in certain operating assets and liabilities.
Cash used in operating activities was $3.0$13.2 million lesslower in 2017the year ended December 31, 2020 as compared to 2016. The decrease in cash2019. Cash used in operating activitiesoperations was lower primarily due to aour lower operating loss in 2017 asrecorded for year 2020 compared to 2016, driven mainly by our ongoing cost reduction efforts, as previously discussed. The effect of the reduced operating loss was offset in part by the net increase in operating assets and liabilities during 2017 as compared to 2016. In the current year, we used cash of $7.1 million to fund the net change in operating assets and liabilities, while in 2016 the net change in operating assets and liabilities used $1.2 million.
Cash used in operating activities was $44.7 million less in 2016 as compared to 2015. The decrease in cash used in operating activities was primarily due to the improvement in our operating loss in 2016 as compared to 2015. Further contributing to the decrease was the net reduction in operating assets and liabilities during 2016 compared to 2015. In 2016, we used cash of $1.2 million to fund the net change in operating assets and liabilities while in 2015 the net change in operating assets and liabilities reduced our operation cash flow by $16.5 million.prior year.
For the year ended December 31, 2017,2020, cash provided byused in investing activities of $37.1$0.4 million was primarily due to sales and maturities, net of purchases, of short-term investments totaling $34.6 million, and cash proceeds from the 2015 sale of our Slingo and social casino games business of $4.5 million. These proceeds were offset in part by the advance paid to Napster of $1.5 million and purchases of equipment, software and leasehold improvements of $0.7 million.fixed asset purchases.
For the year ended December 31, 2016,2019, cash provided by investing activities of $11.6$11.3 million was due primarily to sales and maturities,the net of purchases, of short-term investments totaling $8.5 million, cash proceedsreceived from the 2015 saleNapster acquisition in January 2019. Our initial cash consideration paid at closing of our Slingo$0.2 million was offset by the cash, cash equivalents and social casino games business of $4.0 million,restricted cash proceeds of $3.3 million fromon Napster's balance sheet at the sale of J-Stream, and cash proceeds from the sale of a domain name of $2.1 million. These proceeds wereacquisition date. The increase was offset in part by the advance paid to Napster of $3.5 million andfixed asset purchases of equipment, software and leasehold improvements of $2.4 million.
For the year ended December 31, 2015, cash provided by investing activities of $15.7 million was due to sales and maturities, net of purchases, of short-term investments totaling $6.6 million and the cash proceeds from the sale of our Slingo and social casino games business of $10.0$0.9 million.
Financing activities for the year ended December 31, 2017 used2020 provided cash totaling $0.1$11.0 million. This cash inflow was primarily due to the issuance of Series B preferred stock of $10.0 million which wasand proceeds of $2.9 million from $0.4the PPP promissory note, and the receipt by Scener, a subsidiary of RealNetworks, of $2.1 million for tax payments from shares withheld upon vesting of restricted stock offset in part by proceeds received from the issuance of common stockSAFE Notes. These inflows were partially offset by repayment on our revolving credit facility of $0.2$3.9 million. See Note 9. Debt and Note 19. Related Party Transactions for additional details.
Financing activities for the year ended December 31, 2016 used2019 provided cash totaling $0.3$4.1 million, which was primarily from $0.9 millionborrowings on our revolving credit facility of $3.9 million. See Note 9. Debt for tax payments from shares withheld upon vesting of restricted stock offset in part by proceeds received from the issuance of common stock of $0.5 million.
Financing activities for the year ended December 31, 2015 provided cash totaling $0.3 million which was mainly from proceeds received from the issuance of common stock of $0.4 million, offset by $0.1 million for tax payments from shares withheld upon vesting of restricted stock.additional details.
While we currently have no planned significant capital expenditures for 20182021 other than those in the ordinary course of business, we do have contractual commitments for future payments related to office leases. See Note 15. Leases for additional details.
RealNetworks is a party to a Loan Agreement with a third-party financial institution, as discussed in Note 9. Debt. Under the Agreement, as amended, borrowings may not exceed $6.5 million and are reduced by a $1.0 million standby letter of credit entered into with the bank in connection with certain lease agreements. At December 31, 2020, we had no outstanding draws on the revolving line of credit.
In February 2020, we entered into a Series B Preferred Stock Purchase Agreement with Mr. Glaser, Chairman of the Board and Chief Executive Officer of RealNetworks, pursuant to which Mr. Glaser invested approximately $10.0 million in RealNetworks in exchange for the issuance to him of 8,064,516 shares of Series B Preferred Stock. The Series B Preferred Stock is non-voting and is convertible into common stock on a one-to-one basis, provided, however, that no conversion is permitted in the event that such conversion would cause Mr. Glaser’s beneficial ownership of our common stock to exceed the 38.5% threshold set forth in our Second Amended and Restated Shareholder Rights Plan dated November 30, 2018. The Series B Preferred Stock has no liquidation preference and no preferred dividend.
In 2019, Mr. Glaser directly invested $0.8 million in one of our subsidiaries, Scener, in exchange for shares of preferred stock of that entity. The subsidiary is developing a platform that transforms the experience of viewing video entertainment into a social, connected playground. As of December 31, 2020, RealNetworks owned approximately 82% of the subsidiary's outstanding equity, and we consolidate its financial results into our financial statements. The financial results of the subsidiary are reported in our Consumer Media segment.
In the near term, we expect to see continued net negative cash flow from operating activities. We believe that our unrestricted current cash and cash equivalents and short-term investmentsunused capacity on our revolving line of credit will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Notwithstanding this availability of cash and access to additional funding, management has considered and will continue to evaluate implementation of a variety of cash conservation measures.
In the future, we may seek to raise additional funds through public or private equity financing, or through other sources such as future credit facilities.sources. Such sources of funding may or may not be available to us at commercially reasonable terms. The sale of additional equity securities could result in dilution to our shareholders. In addition, in the future, we may enter into cash or stock acquisition transactions or other strategic transactions that could reduce cash available to fund our operations or result in dilution to shareholders.
If Napster continues to incur losses, if it otherwise experiences a significant decline in its business or financial condition, or if we provide financial support to or increase our investment in Napster, we could incur further lossesContractual Obligations
We have contractual obligations for Long-term debt and for Long-term lease liabilities, both of which are recorded on our investment, which could have an adverse effectbalance sheet. For details on our financial condition, liquidity, and resultsthe maturity of operations. For further information on Napster,Long-term debt, please refer to Note 4.Napster Joint Venture.
Our cash equivalents9. Debt and short-term investments consist of investment-grade securities, as specified in our investment policy guidelines. The policy limits the amount of credit exposure to any one non-U.S. government or non-U.S. agency issue or issuer to a maximum of 5% of the total portfolio. These securities are subject to interest rate risk and will decrease in value if interest rates increase. Because we have historically had the ability to hold our fixed income investments until maturity, we do not expect our operating results or cash flows to be significantly affected by a sudden change in market interest rates in our securities portfolio.
We conduct our operations primarily in three functional currencies: the U.S. dollar, the euro, and the Chinese yuan. We currently do not actively hedge our foreign currency exposures and are therefore subject to the risk of exchange rate fluctuations. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in consolidation. Our exposure to foreign exchange rate fluctuations also arises from intercompany payables and receivables to and from our foreign subsidiaries.
As of December 31, 2017, approximately $19.1 million of the $60.0 million of cash, cash equivalents, and short-term investments was held by our foreign subsidiaries. While the Tax Act generally allowsfor future repatriation of foreign funds without incurring additional U.S. taxes, certain funds may still be subject to foreign taxes. If these funds are needed for our operations in the U.S., we may be required to accrue and pay additional taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations. We utilize a variety of tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We do not expect restrictions or potential taxes on repatriation of amounts held outside of the U.S to have a material effect on our overall liquidity, financial condition or results of operations.
As of December 31, 2017, we have not provided foreign taxes on approximately $4.9 million of undistributed earnings of our foreign subsidiaries, since such earnings are considered permanently reinvested outside the U.S.
Contractual Obligations
Pleaseminimum lease payments please refer to Note 17.15. Leases. Please also refer to Note 16. Commitments and Contingencies, for details on our contractual obligations, which consist of operating leases for office facilities.Contingencies. For income tax liabilities for uncertain tax positions, we cannot make a reasonably reliable estimate of the amount and period of any related future payments. As of December 31, 20172020, we had $0.4$0.7 million of gross unrecognized tax benefits for uncertain tax positions.
Off-Balance Sheet Arrangements
We have operating lease obligations for office facility leases with future cash commitments that are not required to be recorded on our consolidated balance sheet. Accordingly, these operating lease obligations constitute off-balance sheet arrangements. In addition, since we do not maintain accruals associated with certain guarantees, as discussed in Note 18.Guarantees,17. Guarantees; those guarantee obligations also constitute off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Our critical accounting policies and estimates are as follows:
•Revenue recognition;
Estimating music publishing rights and music royalty accruals;
Estimating recoverability of deferred costs;
Estimating allowances for doubtful accounts and sales returns;
Estimating losses on excess office facilities;
Valuation of equity method investments;
•Valuation of definite-lived assets;assets, right-of-use operating lease assets, and goodwill; and
Valuation of goodwill;
Stock-based compensation; and
•Accounting for income taxes.
Revenue Recognition. We recognize revenue when persuasive evidencefrom contracts with customers as control of an arrangement exists, delivery has occurred, the sales pricepromised good or service is fixed or determinable,transferred. Please refer to Note 3. Revenue Recognition for further details regarding our recognition policies.
Valuation of Definite-Lived Assets, Right-of-Use Operating Lease Assets, and collection is probable. Physical productsGoodwill. Assets acquired and liabilities assumed in a business acquisition are considered delivered tomeasured at fair value under the customer once they have been shippedpurchase accounting method and title and risk of loss have been transferred. For online sales, the products or services are considered delivered at the time the product or services are made available, digitally, to the end user.
We recognize revenue on a gross or net basis. In most arrangements, we contract directly with end user customers, and are the primary obligor. In such arrangements, we recognize revenue on a gross basis. In some cases, we utilize third-party distributors who are the primary obligor to sell products or services directly to end user customers. In such instances, we recognize revenue on a net basis.
In our direct to consumer operations, we derive revenue primarily through (1) subscriptions sold by our Games segment and subscriptions of SuperPass within our Consumer Media segment (2) sales of content downloads, software and licenses offered by our Consumer Media, Mobile Services, and Games segments and (3) the sale of advertising and the distribution of third-party products on our websites and in our games.
Consumer subscription products are paid in advance, typically for monthly, quarterly or annual duration. Subscription revenue is recognized ratably over the related subscription time period. Revenue from sales of content downloads, software and licenses is recognized at the time the product is made available, digitally, to the end user. Revenue generated from advertising on our websites and from advertising and the distribution of third-party products included in our products is recognized as revenue at the time of delivery.
We also generate revenue through business-to-business channels by providing services within our Mobile Services segment enabling mobile carriers to deliver audio and video content to their customers and by selling software licenses and products and related support and other services. Revenue generated from services provided to mobile carriers that enable the delivery of audio and video content to their customersany goodwill is recognized as the services are provided. Setup fees to build these services are recognized ratably upon launchexcess of the servicetotal purchase price over the remaining expected term of the service.
Non-software revenue arrangements containing multiple elements are divided into separate units of accounting, after being evaluated for specific criteria. If the criteria for separation are met, revenue is allocated to the individual units using the relative price method. If the criteria are not met, the elements are treated as one unit of accounting and revenue recognition is delayed until all elements have been delivered. In the case of revenue arrangements containing software, elements are divided into separate units of accounting only when vendor-specific objective evidence has been established. In cases where vendor-specific objective evidence has not been established, undelivered elements are combined into one unit of accounting and are not recognized in revenue until all elements have been delivered.
Estimating Music Publishing Rights and Music Royalty Accruals. We have made estimates of amounts that may be owed related to music royalties for our historical domestic and international music services. Material differences may impact the amount and timing of our expense for any period if management made different judgments or utilized different estimates. Under copyright law, we may be required to pay licensing fees for digital sound recordings and compositions we have delivered. Copyright law generally does not specify the rate and terms of the licenses, which are determined by voluntary negotiations among the parties or, for certain compulsory licenses where voluntary negotiations are unsuccessful, by arbitration. Our estimates are based on contracted or statutory rates, when established, or management’s best estimates based on facts and circumstances regarding the specific music services and agreements in similar geographies or with similar agencies. While we have based our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, actual results may differ materially from these estimates under different assumptions or conditions.
Estimating Recoverability of Deferred Costs. We defer costs on projects for service revenue and system sales. Deferred costs consist primarily of direct and incremental costs to customize and install systems, as defined in individual customer contracts, including costs to acquire hardware and software from third parties and payroll costs for our employees and other third parties. We recognize such costs as a component of cost of revenue, the timing of which is dependent upon the revenue recognition policy by contract. For revenue recognized under the completed contract method, costs are deferred until the products are delivered, or upon completion of services or, where applicable, customer acceptance. For revenue recognized under the percentage of completion method, costs are recognized as products are delivered or services are provided in accordance with the percentage of completion calculation. For revenue recognized ratably over the term of the contract, costs
are recognized ratably over the term of the contract, commencing on the date of revenue recognition. At each balance sheet date, we review deferred costs to ensure they are ultimately recoverable. Any anticipated losses on uncompleted contracts are recognized when evidence indicates the estimated total cost of a contract exceeds its estimated total revenue.
Assessing the recoverability of deferred project costs is based on significant assumptions and estimates, including future revenue and cost of sales. Significant or sustained decreases in revenue or increases in cost of sales in future periods could result in impairments of deferred project costs. We cannot accurately predict the amount and timing of any such impairments. Should the value of deferred project costs become impaired, we would record the appropriate charge, which could have a material adverse effect on our financial condition or results of operations.
Estimating Allowances for Doubtful Accounts and Sales Returns. We make estimates of the uncollectible portion of our accounts receivable. We specifically analyze the age of accounts receivable and historical bad debts, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Similarly, we make estimates of potential future product returns related to current period revenue. We analyze historical returns, current economic trends, and changes in customer demand and acceptance of our products when evaluating the adequacy of the sales returns allowance. Significant judgments and estimates are made and used in connection with establishing allowances for doubtful accounts and sales returns. Material differences may result in the amount and timing of our revenue for any period if we were to make different judgments or utilize different estimates or actual future experience was different from the judgments and estimates.
Estimating losses on excess office facilities. We make significant estimates in determining the appropriate amount of accrued loss on excess office facilities, including estimates of sublease income expected to be received. If we make different estimates, our loss on excess office facilities could be significantly different from that recorded, which could have a material impact on our operating results.
Valuation of Equity Method Investments. We use the equity method of accounting for investments in circumstances where we have the ability to exert significant influence, but not control, over an investee or joint venture. We record our percentage interest in the investee's recorded income or loss and changes in the investee's capital under this method, which will increase or decrease the reported value of our investment. See Note 4.Napster Joint Venture, for additional information. We initially record our investment based on a fair value analysis of the investment.
We evaluate impairment of an investment valued under the equity method if events and circumstances warrant. An impairment charge would be recorded if a decline in value of an equity investment below its carrying amount were determined to be other than temporary. In determining if a decline is other than temporary, we consider factors such as the length of time and extent to which the fair value of assets acquired and liabilities assumed. The fair value estimates are based upon estimates and assumptions relating to future revenues, cash flows, operating expenses and costs of capital. These estimates and assumptions are complex and subject to a significant degree of judgment with respect to certain factors including, but not limited to, the investment has been less than the carrying amountcash flows of the investee or joint venture, the near-termlong-term operating plans and longer-term operatingrisk-commensurate discount rates and financial prospectscost of the investee or joint venture and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery.capital.
Valuation of Definite-Lived Assets. Definite-livedOur definite-lived assets consist primarily of property, plant and equipment, as well as amortizable intangible assets acquired in business combinations.equipment. Definite-lived assets are amortized on a straight line basis over their estimated useful lives. We review definite-lived assets and right-of-use operating lease assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows the assets are expected to generate. If definite-lived assets or right-of-use operating lease assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds their fair market value.
We test goodwill for impairment on an annual basis, in our fourth quarter, or more frequently if circumstances indicate reporting unit carrying values may exceed their fair values. As part of this test, we first perform a qualitative assessment to determine if the fair value of a reporting unit is more likely than not less than the reporting unit's carrying amount including goodwill. If this assessment indicates impairment is more likely than not, we then compare the carrying value of the reporting unit to the estimated fair value of the reporting unit. If the carrying value of the reporting unit exceeds the estimated fair value, we then calculate the implied estimated fair value of goodwill for the reporting unit and compare it to the carrying amount of goodwill for the reporting unit. If the carrying amount of goodwill exceeds the implied estimated fair value, an impairment charge to current operations is recorded to reduce the carrying value to implied estimated value.
The impairment analysis of definite-lived assets, isright-of-use operating lease assets, and goodwill may be based upon estimates and assumptions relating to our future revenue, cash flows, operating expenses, costs of capital and capital purchases. These estimates and assumptions are complex and subject to a significant degree of judgment with respect to certain factors including, but not limited to, the cash flows of our long-term operating plans, market and interest rate risk, and risk-commensurate discount rates and cost of capital. Significant or sustained declines in future revenue or cash flows, or adverse changes in our business climate, among other factors, and their resulting impact on the estimates and assumptions relating to the value of our definite-lived, right-of-use lease, and goodwill assets could result in the need to perform an impairment analysis in future periods which could result in a significant impairment. While we believe our estimates and assumptions are reasonable, due to their complexity and subjectivity, these estimates and assumptions could vary from period to period. Changes in these estimates and assumptions could materially affect the estimate of future undiscounted cash flows and related fair market values of these assets and result in significant impairments, which could have a material adverse effect on our financial condition or results of operations. For further discussion, please see the risk factor entitled, "Any impairment to our goodwill, definite-lived, and definite-livedright-of-use operating lease assets could result in a significantmaterial charge to our earnings" under Item 1A Risk Factors.
Valuation of Goodwill. We test goodwill for impairment on an annual basis, in our fourth quarter, or more frequently if circumstances indicate reporting unit carrying values may exceed their fair values. Circumstances that may indicate a reporting unit's carrying value exceeds its fair value include, but are not limited to: poor economic performance relative to historical or projected future operating results; significant negative industry, economic or company specific trends; changes in the manner of our use of the assets or the plans for our business; and loss of key personnel.
When evaluating goodwill for impairment, based upon our annual test or due to changes in circumstances described above, we first perform a qualitative assessment to determine if the fair value of a reporting unit is more likely than not less than the reporting unit's carrying amount including goodwill. If this assessment indicates it is more likely than not, we then compare the carrying value of the reporting unit to the estimated fair value of the reporting unit. If the carrying value of the reporting unit exceeds the estimated fair value, we then calculate the implied estimated fair value of goodwill for the reporting unit and compare it to the carrying amount of goodwill for the reporting unit. If the carrying amount of goodwill exceeds the implied estimated fair value, an impairment charge to current operations is recorded to reduce the carrying value to implied estimated value.
Significant judgments and estimates are required in determining the reporting units and assessing the fair value of the reporting units. These estimates and assumptions are complex and subject to a significant degree of judgment with respect to certain factors including, but not limited to, the cash flows of long-term operating plans, market and interest rate risk, and risk-commensurate discount rates and cost of capital.
Stock-Based Compensation. Stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period, which is the vesting period. For stock options, the fair value is calculated using the Black-Scholes option-pricing model or other appropriate valuation models such as Monte Carlo simulation. The valuation models require various highly judgmental assumptions including volatility in our common stock price and expected option life. If any of the assumptions used in the valuation models change significantly, stock-based compensation expense for new awards may differ materially in the future from the amounts recorded in our consolidated statement of operations. For all awards, we are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures.
Accounting for Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred income tax expense and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities and operating loss and tax credit carryforwards are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and operating loss and tax credit
carryforwards are expected to be recovered or settled. We must make assumptions, judgments and estimates to determine the current and deferred provision for income taxes, deferred tax assets and liabilities and any valuation allowance to be recorded against deferred tax assets. Our judgments, assumptions, and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and future tax audits could significantlymaterially impact the amounts provided for income taxes in our consolidated financial statements.
Each reporting period we must periodically assess the likelihood that our deferred tax assets will be recovered from future sources of taxable income, and to the extent that recovery is not more likely than not, a valuation allowance must be established. The establishment of a valuation allowance and increases to such an allowance result in either increases to income tax expense or reduction of income tax benefit in the statement of operations and comprehensive income. In certain instances, changes in the valuation allowance may be allocated directly to the related components of shareholders' equity on the consolidated balance sheet. Factors we consider in making such an assessment include, but are not limited to, past performance and our expectation of future taxable income, macroeconomic conditions and issues facing our industry, existing contracts, our ability to project future results and any appreciation of our investments and other assets.
As of December 31, 2017, $19.12020, approximately $8.4 million of the $60.0$23.9 million of cash and cash equivalents and short-term investments wasare held by our foreign subsidiaries.
subsidiaries outside the U.S. We have reevaluated our historical assertion that undistributed foreign earnings were indefinitely reinvested and for which deferred taxes were not provided. As a result of the enactment of the Tax Act and as of December 31, 2017,2020, we have not providedare no longer indefinitely reinvesting substantially all of the Company's foreign taxes on approximately $4.9 millionearnings outside of undistributed earnings of our foreign subsidiaries, since such earnings are considered permanently reinvested outside the U.S. As parta result of the transition tax under the Tax Cutsthis change, we have recorded deferred taxes of $0.9 million as of December 31, 2020 to reflect local country and Jobs Act the Company can now distribute, tax-free, earnings from our foreign subsidiaries to the U.S. However, for certain earnings, foreignwithholding taxes may be imposed upon distribution. As such, the Company asserts that the undistributed earnings of its foreign subsidiaries will continue to be permanently reinvested in jurisdictions where foreign taxes would be assessed upon distribution to the U.S. It is not practicable to determine the foreign tax liability or benefit on such earnings due to the timingassociated with a future repatriation of such future distributions and the complexity of the computation if such earnings were not deemed to be permanently reinvested. If future events, including material changes in estimates of cash, working capital, and long-term
investment requirements necessitate that these earnings be repatriated, an additional provision for foreign taxes may be necessary.earnings.
Recently Issued Accounting Standards
See Note 2.Recent Accounting Pronouncements.Pronouncements.
|
| | | | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
The following discussion about our market risk involves forward-looking statements. All statements that do not relate to matters of historical fact should be considered forward-looking statements. Actual results could differ materially from those projected in any forward-looking statements.
Interest Rate Risk. Our exposure to interest rate risk from changes in market interest rates relates primarily to our short-term investment portfolio. Our short-term investments consistRealNetworks' revolving line of investment grade debt securities as specified in our investment policy. Investments in both fixed andcredit. RealNetworks' borrowing arrangement has a floating rate instruments carryinterest payments and thus has a degree of interest rate risk. The fair value of fixed rate securities may be adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expectedrisk, if interest rates fall. Additionally, a declining rate environment creates reinvestment risk because as securities mature the proceeds are reinvested at a lower rate, generating less interest income. See Note 5.Fair Value Measurements for additional information. Due in part to these factors, our future interest income may be adversely impacted due to changes in interest rates. In addition, we may incur losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. Because we have historically had the ability to hold our short-term investments until maturity, we would not expect our operating results or cash flows to be significantly impacted by a sudden change in market interest rates. There have been no material changes in our investment methodology regarding our cash equivalents and short-term investments during the quarter ended December 31, 2017.increase. Based on our cash, cash equivalents, short-term investments, and restricted cash equivalents asthe available total balance of December 31, 2017,the revolving line of credit, a hypothetical 10% increase/decrease in interest rates would not increase/decrease our annual interest incomeexpense or cash flows by more than a nominal amount.
Investment Risk. As of December 31, 2017,2020, we had an equity investment in voting capital stockcommon shares of a privately heldforeign publicly traded technology company for business and strategic purposes. See Note 1.Descriptioncompany. These common shares were acquired as a portion of Business and Summarythe proceeds received in the sale of Significant Accounting Policies - Equity Method Investments, and Management's Discussion and AnalysisNapster. The equity investment is subject to fluctuation in the market price as well as being exposed to changes in foreign currency exchange rates. A hypothetical 10% increase/decrease in the common share price or foreign currency exchange rate would result in an increase/decrease of Financial Condition and Resultsthe value of Operations - Critical Accounting Policies and Estimates (Valuationthe equity investment of equity method investments) in this 10-K for details on our accounting treatment for this investment, including the analysis of other-than-temporary impairments.approximately $1.0 million.
Foreign Currency Risk. We conduct business internationally in several currencies and thus are exposed to adverse movements in foreign currency exchange rates.
Our exposure to foreign exchange rate fluctuations arise in part from: (1) translation of the financial results of foreign subsidiaries into U.S. dollars in consolidation; (2) the remeasurement of non-functional currency assets, liabilities and intercompany balances into U.S. dollars for financial reporting purposes; and (3) non-U.S. dollar denominated sales to foreign customers and expenses incurred in currencies other than the U.S.customers.
Our foreign currency risk management program reduces, but does not entirely eliminate, the impact of currency exchange rate movements.
We have cash balances For our foreign operations, the majority of our revenues and expenses are denominated in foreignother currencies, which are subject to foreign currency fluctuation risk. A substantial portion ofsuch as the euro. We currently do not actively hedge our foreign currency denominated cash is heldexposures and are therefore subject to the risk of exchange rate fluctuations. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in euros. consolidation. Our exposure to foreign exchange rate fluctuations also arises from intercompany payables and receivables to and from our foreign subsidiaries.
A hypothetical 10% increase or decrease in the eurothose currencies relative to the U.S. dollar as of December 31, 20172020 would not result in a material impact on our financial position, results of operations or cash flows.
|
| | | | |
| Item 8. | Financial Statements and Supplementary Data |
REALNETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data) | | | | December 31,
2017 | | December 31,
2016 | | December 31,
2020 | | December 31,
2019 |
| ASSETS | | | | ASSETS | | | |
| Current assets: | | | | Current assets: | |
| Cash and cash equivalents | $ | 51,196 |
| | $ | 33,721 |
| Cash and cash equivalents | $ | 23,940 | | | $ | 8,472 | |
| Short-term investments | 8,779 |
| | 43,331 |
| |
| | Trade accounts receivable, net of allowances | 12,689 |
| | 7,956 |
| Trade accounts receivable, net of allowances | 10,229 | | | 12,767 | |
| Deferred costs, current portion | 426 |
| | 760 |
| Deferred costs, current portion | 196 | | | 537 | |
| Investments | | Investments | 9,965 | | | 0 | |
| Prepaid expenses and other current assets | 3,715 |
| | 4,910 |
| Prepaid expenses and other current assets | 3,480 | | | 4,428 | |
| Current assets of discontinued operations | 17,456 |
| | 14,206 |
| Current assets of discontinued operations | 0 | | | 28,376 | |
| Total current assets | 94,261 |
| | 104,884 |
| Total current assets | 47,810 | | | 54,580 | |
| | | | | |
| Equipment, software, and leasehold improvements, at cost: | | Equipment, software, and leasehold improvements, at cost: | | | |
| Equipment and software | 46,417 |
| | 46,231 |
| Equipment and software | 30,726 | | | 31,699 | |
| Leasehold improvements | 3,536 |
| | 3,317 |
| Leasehold improvements | 2,776 | | | 3,071 | |
| Total equipment, software, and leasehold improvements | 49,953 |
| | 49,548 |
| Total equipment, software, and leasehold improvements | 33,502 | | | 34,770 | |
| Less accumulated depreciation and amortization | 46,093 |
| | 44,294 |
| Less accumulated depreciation and amortization | 31,631 | | | 32,350 | |
| Net equipment, software, and leasehold improvements | 3,860 |
| | 5,254 |
| Net equipment, software, and leasehold improvements | 1,871 | | | 2,420 | |
| Restricted cash equivalents and investments | 2,400 |
| | 2,700 |
| |
| Operating lease assets | | Operating lease assets | 7,937 | | | 10,198 | |
| Restricted cash equivalents | | Restricted cash equivalents | 1,630 | | | 4,880 | |
| Other assets | 5,588 |
| | 1,742 |
| Other assets | 4,150 | | | 1,808 | |
| Deferred costs, non-current portion | 955 |
| | 1,246 |
| Deferred costs, non-current portion | 74 | | | 388 | |
| Deferred tax assets, net | 1,047 |
| | 816 |
| Deferred tax assets, net | 909 | | | 761 | |
| Other intangible assets, net | 325 |
| | 938 |
| |
| Goodwill | 13,060 |
| | 12,857 |
| Goodwill | 17,375 | | | 16,908 | |
| Non-current assets of discontinued operations | | Non-current assets of discontinued operations | 0 | | | 67,811 | |
| Total assets | $ | 121,496 |
| | $ | 130,437 |
| Total assets | $ | 81,756 | | | $ | 159,754 | |
| | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| Current liabilities: | | | | Current liabilities: | |
| Accounts payable | $ | 3,785 |
| | $ | 4,727 |
| Accounts payable | $ | 2,750 | | | $ | 4,042 | |
| Accrued and other current liabilities | 12,365 |
| | 14,382 |
| Accrued and other current liabilities | 17,850 | | | 17,495 | |
| Commitment to Napster | 2,750 |
| | 1,500 |
| |
| Deferred revenue, current portion | 3,097 |
| | 3,430 |
| Deferred revenue, current portion | 2,122 | | | 2,003 | |
| | Current liabilities of discontinued operations | 17,107 |
| | 14,541 |
| Current liabilities of discontinued operations | 0 | | | 72,641 | |
| Total current liabilities | 39,104 |
| | 38,580 |
| Total current liabilities | 22,722 | | | 96,181 | |
| Deferred revenue, non-current portion | 443 |
| | 240 |
| Deferred revenue, non-current portion | 45 | | | 96 | |
| Deferred rent | 982 |
| | 748 |
| |
| Deferred tax liabilities | 19 |
| | 87 |
| |
| Deferred tax liabilities, net | | Deferred tax liabilities, net | 1,129 | | | 1,076 | |
| Long-term lease liabilities | | Long-term lease liabilities | 6,837 | | | 8,234 | |
| Long-term debt | | Long-term debt | 2,895 | | | 3,900 | |
| Other long-term liabilities | 1,775 |
| | 2,201 |
| Other long-term liabilities | 2,241 | | | 10,151 | |
| Non-current liabilities of discontinued operations | | Non-current liabilities of discontinued operations | 0 | | | 1,843 | |
| Total liabilities | 42,323 |
| | 41,856 |
| Total liabilities | 35,869 | | | 121,481 | |
| Commitments and contingencies |
| |
| |
| Commitments and contingencies (Note 16.) | | Commitments and contingencies (Note 16.) | 0 | | 0 |
| Shareholders’ equity: | | | | Shareholders’ equity: | |
| Preferred stock, $0.001 par value, no shares issued and outstanding: | | | | |
| Series A: authorized 200 shares | — |
| | — |
| |
| Undesignated series: authorized 59,800 shares | — |
| | — |
| |
| Common stock, $0.001 par value authorized 250,000 shares; issued and outstanding 37,341 shares in 2017 and 37,501 shares in 2016 | 37 |
| | 37 |
| |
| Preferred stock, $0.001 par value: | | Preferred stock, $0.001 par value: | |
| Series A: authorized 200 shares, no shares issued or outstanding | | Series A: authorized 200 shares, no shares issued or outstanding | 0 | | | 0 | |
| Series B: authorized 8,100 shares, issued and outstanding 8,065 shares in 2020 and no shares authorized in 2019 | | Series B: authorized 8,100 shares, issued and outstanding 8,065 shares in 2020 and no shares authorized in 2019 | 8 | | | 0 | |
| Undesignated series: authorized 51,700 shares | | Undesignated series: authorized 51,700 shares | 0 | | | 0 | |
| Common stock, $0.001 par value authorized 250,000 shares; issued and outstanding 38,424 shares in 2020 and 38,227 shares in 2019 | | Common stock, $0.001 par value authorized 250,000 shares; issued and outstanding 38,424 shares in 2020 and 38,227 shares in 2019 | 38 | | | 38 | |
| Additional paid-in capital | 638,727 |
| | 633,928 |
| Additional paid-in capital | 655,606 | | | 644,070 | |
| Accumulated other comprehensive loss | (59,547 | ) | | (61,645 | ) | Accumulated other comprehensive loss | (60,641) | | | (61,323) | |
| Retained deficit | (500,044 | ) | | (483,739 | ) | |
| Accumulated deficit | | Accumulated deficit | (548,862) | | | (544,010) | |
| Total shareholders’ equity | 79,173 |
| | 88,581 |
| Total shareholders’ equity | 46,149 | | | 38,775 | |
| Total liabilities and shareholders’ equity | $ | 121,496 |
| | $ | 130,437 |
| |
| Noncontrolling interests | | Noncontrolling interests | (262) | | | (502) | |
| Total equity | | Total equity | 45,887 | | | 38,273 | |
| Total liabilities and equity | | Total liabilities and equity | $ | 81,756 | | | $ | 159,754 | |
See accompanying notes to consolidated financial statements.
REALNETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Net revenue (A) | $ | 78,718 |
| | $ | 81,479 |
| | $ | 92,448 |
|
| Cost of revenue (B) | 23,164 |
| | 27,548 |
| | 39,520 |
|
| Gross profit | 55,554 |
| | 53,931 |
| | 52,928 |
|
| Operating expenses: | | | | | |
| Research and development | 29,710 |
| | 29,923 |
| | 43,626 |
|
| Sales and marketing | 22,953 |
| | 31,608 |
| | 48,231 |
|
| General and administrative | 20,996 |
| | 27,415 |
| | 24,549 |
|
| Restructuring and other charges | 2,526 |
| | 1,489 |
| | 5,279 |
|
| Lease exit and related charges | — |
| | 2,239 |
| | 2,501 |
|
| Total operating expenses | 76,185 |
| | 92,674 |
| | 124,186 |
|
| Operating income (loss) from continuing operations | (20,631 | ) | | (38,743 | ) | | (71,258 | ) |
| Other income (expenses): | | | | | |
| Interest income, net | 436 |
| | 449 |
| | 680 |
|
| Gain (loss) on sale of equity and other investments, net | 4,500 |
| | 8,473 |
| | (159 | ) |
| Equity in net loss of Napster investment | (3,991 | ) | | (6,533 | ) | | (14,521 | ) |
| Other income (expense), net | (506 | ) | | (643 | ) | | 506 |
|
| Total other income (expenses), net | 439 |
| | 1,746 |
| | (13,494 | ) |
| Income (loss) from continuing operations before income taxes | (20,192 | ) | | (36,997 | ) | | (84,752 | ) |
| Income tax expense (benefit) | (2,778 | ) | | 776 |
| | (1,290 | ) |
| Net income (loss) from continuing operations | (17,414 | ) | | (37,773 | ) | | (83,462 | ) |
| Net income (loss) from discontinued operations, net of tax | 1,109 |
| | 1,223 |
|
| 1,615 |
|
| Net income (loss) | $ | (16,305 | ) | | $ | (36,550 | ) | | $ | (81,847 | ) |
| Net income (loss) per share - Basic: | | | | | |
| Continuing operations | (0.47 | ) |
| (1.02 | ) | | (2.31 | ) |
| Discontinued operations | 0.03 |
|
| 0.03 |
| | 0.05 |
|
| Net income (loss) per share - Basic | $ | (0.44 | ) | | $ | (0.99 | ) | | $ | (2.26 | ) |
| Net income (loss) per share - Diluted: | | | | | |
| Continuing operations | (0.47 | ) |
| (1.02 | ) | | (2.31 | ) |
| Discontinued operations | 0.03 |
|
| 0.03 |
| | 0.05 |
|
| Net income (loss) per share - Diluted | $ | (0.44 | ) | | $ | (0.99 | ) | | $ | (2.26 | ) |
| Shares used to compute basic net income (loss) per share | 37,163 |
| | 36,781 |
| | 36,165 |
|
| Shares used to compute diluted net income (loss) per share | 37,163 |
| | 36,781 |
| | 36,165 |
|
| Comprehensive income (loss): | | | | | |
| Unrealized investment holding gains (losses), net of reclassification adjustments | $ | 8 |
| | $ | (1,303 | ) | | $ | (955 | ) |
| Foreign currency translation adjustments, net of reclassification adjustments | 2,090 |
| | (862 | ) | | (3,273 | ) |
| Total other comprehensive income (loss) | 2,098 |
| | (2,165 | ) | | (4,228 | ) |
| Net income (loss) | (16,305 | ) | | (36,550 | ) | | (81,847 | ) |
| Comprehensive income (loss) | $ | (14,207 | ) | | $ | (38,715 | ) | | $ | (86,075 | ) |
| (A) Components of net revenue: | | | | | |
| License fees | $ | 28,919 |
| | $ | 27,846 |
| | $ | 28,422 |
|
| Service revenue | 49,799 |
| | 53,633 |
| | 64,026 |
|
| | $ | 78,718 |
| | $ | 81,479 |
| | $ | 92,448 |
|
| (B) Components of cost of revenue: | | | | | |
| License fees | $ | 6,663 |
| | $ | 6,062 |
| | $ | 6,381 |
|
| Service revenue | 16,501 |
| | 21,486 |
| | 33,139 |
|
| | $ | 23,164 |
| | $ | 27,548 |
| | $ | 39,520 |
|
| | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2020 | | 2019 | | |
| Net revenue | $ | 68,062 | | | $ | 65,802 | | | |
| Cost of revenue | 16,465 | | | 17,226 | | | |
| Gross profit | 51,597 | | | 48,576 | | | |
| Operating expenses: | | | | | |
| Research and development | 24,319 | | | 27,850 | | | |
| Sales and marketing | 21,042 | | | 23,016 | | | |
| General and administrative | 17,331 | | | 21,820 | | | |
| Fair value adjustments to contingent consideration liability | (8,600) | | | 1,000 | | | |
| Restructuring and other charges | 2,529 | | | 1,954 | | | |
| Total operating expenses | 56,621 | | | 75,640 | | | |
| Operating loss | (5,024) | | | (27,064) | | | |
| Other income (expenses): | | | | | |
| Interest expense | (20) | | | 0 | | | |
| Interest income | 38 | | | 98 | | | |
| Gain on equity and other investments, net | 111 | | | 12,338 | | | |
| Other income (expense), net | (164) | | | 102 | | | |
| Total other income (expenses), net | (35) | | | 12,538 | | | |
| Loss from continuing operations before income taxes | (5,059) | | | (14,526) | | | |
| Income tax expense | 55 | | | 702 | | | |
| Net loss from continuing operations | (5,114) | | | (15,228) | | | |
| Net loss from discontinued operations, net of tax | (206) | | | (6,030) | | | |
| Net loss | (5,320) | | | (21,258) | | | |
| Net loss attributable to noncontrolling interest of continuing operations | (284) | | | (163) | | | |
| Net loss attributable to noncontrolling interest of discontinued operations | (184) | | | (1,094) | | | |
| Net loss attributable to RealNetworks | $ | (4,852) | | | $ | (20,001) | | | |
| Net loss from continuing operations attributable to RealNetworks | $ | (4,830) | | | $ | (15,065) | | | |
| Net income (loss) from discontinued operations attributable to RealNetworks | (22) | | | (4,936) | | | |
| Net loss attributable to RealNetworks | $ | (4,852) | | | $ | (20,001) | | | |
| Net income (loss) per share attributable to RealNetworks - Basic: | | | | | |
| Continuing operations | $ | (0.13) | | | $ | (0.40) | | | |
| Discontinued operations | 0 | | | (0.13) | | | |
| Total net loss per share - Basic | $ | (0.13) | | | $ | (0.53) | | | |
| Net income (loss) per share attributable to RealNetworks- Diluted: | | | | | |
| Continuing operations | $ | (0.13) | | | $ | (0.40) | | | |
| Discontinued operations | 0 | | | (0.13) | | | |
| Total net loss per share - Diluted | $ | (0.13) | | | $ | (0.53) | | | |
| Shares used to compute basic net loss per share | 38,272 | | | 37,994 | | | |
| Shares used to compute diluted net loss per share | 38,272 | | | 37,994 | | | |
See accompanying notes to consolidated financial statements.
|
| | | | | | | | | | | |
| REALNETWORKS, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In thousands) |
| | | | | | |
| | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | (16,305 | ) | | $ | (36,550 | ) | | $ | (81,847 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and amortization | 2,936 |
| | 7,057 |
| | 10,410 |
|
| Stock-based compensation | 3,675 |
| | 5,424 |
| | 4,698 |
|
| Equity in net loss of Napster | 3,991 |
| | 6,533 |
| | 14,521 |
|
| Lease exit and related charges | — |
| | 2,239 |
| | 2,501 |
|
| Deferred income taxes, net | (3,871 | ) | | 130 |
| | (1,558 | ) |
| Loss (gain) on investments, net | (4,500 | ) | | (8,473 | ) | | 159 |
|
| Realized translation loss (gain) | — |
| | 272 |
| | (264 | ) |
| Fair value of warrants granted in 2015 and 2017, net of subsequent mark to market adjustments in 2017, 2016 and 2015 | (216 | ) | | 280 |
| | (1,053 | ) |
| Net change in certain operating assets and liabilities: | | | | | |
| Trade accounts receivable | (5,845 | ) | | (129 | ) | | (8,236 | ) |
| Deferred costs, prepaid expenses and other assets | 2,146 |
| | 964 |
| | 2,606 |
|
| Accounts payable | (599 | ) | | 1,571 |
| | (465 | ) |
| Accrued and other liabilities | (2,762 | ) | | (3,646 | ) | | (10,454 | ) |
| Net cash provided by (used in) operating activities | (21,350 | ) | | (24,328 | ) | | (68,982 | ) |
| Cash flows from investing activities: | | | | | |
| Purchases of equipment, software, and leasehold improvements | (734 | ) | | (2,438 | ) | | (1,319 | ) |
| Proceeds from sale of equity and other investments | — |
| | 4,967 |
| | 459 |
|
| Purchases of short-term investments | (13,905 | ) | | (75,766 | ) | | (72,136 | ) |
| Proceeds from sales and maturities of short-term investments | 48,457 |
| | 84,249 |
| | 78,775 |
|
| Decrease in restricted cash equivalents and investments | 300 |
| | 190 |
| | 110 |
|
| Acquisitions | — |
| | (150 | ) | | (161 | ) |
| Advance to Napster | (1,500 | ) | | (3,500 | ) | | (5,000 | ) |
| Repayment from Napster | — |
| | — |
| | 5,000 |
|
| Proceeds from the sale of Slingo and social casino business | 4,500 |
| | 4,000 |
| | 10,000 |
|
| Net cash provided by (used in) investing activities | 37,118 |
| | 11,552 |
| | 15,728 |
|
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of common stock (stock options and stock purchase plan) | 239 |
| | 535 |
| | 426 |
|
| Tax payments from shares withheld upon vesting of restricted stock | (356 | ) | | (880 | ) | | (85 | ) |
| Net cash provided by (used in) financing activities | (117 | ) | | (345 | ) | | 341 |
|
| Effect of exchange rate changes on cash and cash equivalents | 1,824 |
| | (473 | ) | | (3,025 | ) |
| Net increase (decrease) in cash and cash equivalents | 17,475 |
| | (13,594 | ) | | (55,938 | ) |
| Cash and cash equivalents, beginning of year | 33,721 |
| | 47,315 |
| | 103,253 |
|
| Cash and cash equivalents, end of year | $ | 51,196 |
| | $ | 33,721 |
| | $ | 47,315 |
|
| | | | | | |
REALNETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
| | | | | | | | | | | |
| REALNETWORKS, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued |
| (In thousands) |
| | | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Cash received from income tax refunds | $ | 420 |
| | $ | 534 |
| | $ | 1,102 |
|
| Cash paid for income taxes | $ | 1,244 |
| | $ | 2,072 |
| | $ | 1,491 |
|
| Non-cash investing activities: | | | | | |
| Increase (decrease) in accrued purchases of equipment, software, and leasehold improvements | $ | (86 | ) | | $ | 26 |
| | $ | (150 | ) |
| Acquisition of intangible assets | $ | — |
| | $ | — |
| | $ | 102 |
|
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2020 | | 2019 |
| Net loss | | $ | (5,320) | | | $ | (21,258) | |
| Comprehensive income (loss): | | | | |
| | | | |
| Foreign currency translation adjustments | | 909 | | | (205) | |
| Total other comprehensive income (loss) | | 909 | | | (205) | |
| Comprehensive loss including noncontrolling interests | | (4,411) | | | (21,463) | |
| Comprehensive loss attributable to noncontrolling interests | | (468) | | | (1,257) | |
| Comprehensive loss attributable to RealNetworks | | $ | (3,943) | | | $ | (20,206) | |
See accompanying notes to consolidated financial statements.
| | | | | | | | | | | | | |
| REALNETWORKS, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In thousands) |
| | | | | |
| | Years Ended December 31, |
| | 2020 | | 2019 | | |
| Cash flows from operating activities: | | | | | |
| Net loss from continuing operations | $ | (5,114) | | | $ | (15,228) | | | |
| Adjustment to reconcile net loss from continuing operations to net cash used in operating activities: | | | | | |
| Depreciation and amortization | 944 | | | 1,195 | | | |
| Stock-based compensation | 1,420 | | | 2,881 | | | |
| Gain on equity and other investments, net | (111) | | | (12,338) | | | |
| Loss on impairment of operating lease asset | 1,055 | | | 0 | | | |
| Deferred income taxes, net | (191) | | | (29) | | | |
| Foreign currency (gain) loss | 330 | | | 7 | | | |
| Fair value adjustments to contingent consideration liability | (8,600) | | | 1,000 | | | |
| | | | | |
| Net change in certain operating assets and liabilities: | | | | | |
| Trade accounts receivable | 2,587 | | | (1,077) | | | |
| Prepaid expenses, operating lease and other assets | 3,716 | | | 5,603 | | | |
| Accounts payable | (1,342) | | | 145 | | | |
| Accrued, lease and other liabilities | (2,777) | | | (3,474) | | | |
| Net cash used in operating activities - continuing operations | (8,083) | | | (21,315) | | | |
| Net cash used in operating activities - discontinued operations | (2,555) | | | (4,055) | | | |
| Net cash used in operating activities | (10,638) | | | (25,370) | | | |
| Cash flows from investing activities: | | | | | |
| Purchases of equipment, software, and leasehold improvements | (408) | | | (949) | | | |
| Proceeds from sales and maturities of short-term investments | 0 | | | 24 | | | |
| Acquisitions, net of cash acquired | 0 | | | 12,249 | | | |
| Net cash provided by (used in) investing activities - continuing operations | (408) | | | 11,324 | | | |
| Net cash used in investing activities - discontinued operations | (2,160) | | | (243) | | | |
| Net cash provided by (used in) investing activities | (2,568) | | | 11,081 | | | |
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of common stock | 0 | | | 199 | | | |
| Proceeds from issuance of preferred stock | 10,000 | | | 0 | | | |
| Tax payments from shares withheld upon vesting of restricted stock | (26) | | | (309) | | | |
| Proceeds from notes payable and long-term debt | 2,876 | | | 3,900 | | | |
| Repayments of notes payable and long-term debt | (3,922) | | | 0 | | | |
| Payment of financing fees | 0 | | | (622) | | | |
| Other financing activities | 2,106 | | | 900 | | | |
| Net cash provided by financing activities - continuing operations | 11,034 | | | 4,068 | | | |
| Net cash provided by (used in) financing activities - discontinued operations | 4,945 | | | (4,691) | | | |
| Net cash provided by (used in) financing activities | 15,979 | | | (623) | | | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 618 | | | (100) | | | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 3,391 | | | (15,012) | | | |
| Cash, cash equivalents, and restricted cash, beginning of year | 22,179 | | | 37,191 | | | |
| Cash, cash equivalents, and restricted cash, end of year | 25,570 | | | 22,179 | | | |
| Less: Cash, cash equivalent and restricted cash from discontinued operations | 0 | | | 8,827 | | | |
| Cash, cash equivalents and restricted cash from continuing operations, end of year | $ | 25,570 | | | $ | 13,352 | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | |
| REALNETWORKS, INC. AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued |
| (In thousands) |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Continuing operations: | | | | | |
| Cash received from income tax refunds | $ | 2,169 | | | $ | 2,225 | | | |
| Cash paid for income taxes | $ | 1,063 | | | $ | 868 | | | |
| Non-cash investing activities: | | | | | |
| Increase (decrease) in accrued purchases of equipment, software, and leasehold improvements | $ | (44) | | | $ | (83) | | | |
| Acquisition of investments from sale of Napster | $ | 9,268 | | | $ | 0 | | | |
| Discontinued operations: | | | | | |
| Cash received from income tax refunds | $ | 33 | | | $ | 31 | | | |
| Cash paid for income taxes | $ | 331 | | | $ | 327 | | | |
| Cash paid for interest expense | $ | 317 | | | $ | 412 | | | |
| Non-cash investing activities: | | | | | |
| Acquisition of intangible assets | $ | 0 | | | $ | 23,700 | | | |
See accompanying notes to consolidated financial statements.
REALNETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Other
Comprehensive
Income (Loss) | | Accumulated
Deficit | | Total
Shareholders’
Equity | | Non-controlling Interests | | Total Equity |
| Shares | | Amount | Shares | | Amount | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Balances, December 31, 2018 | | 0 | | | $ | 0 | | | 37,728 | | | $ | 37 | | | $ | 641,930 | | | $ | (61,118) | | | $ | (524,009) | | | $ | 56,840 | | | $ | 0 | | | $ | 56,840 | |
| Common stock issued for exercise of stock options and vesting of restricted shares, net of tax payments from shares withheld upon vesting of restricted stock | | — | | | — | | | 499 | | | 1 | | | (110) | | | — | | | — | | | (109) | | | — | | | (109) | |
| Napster acquisition | | — | | | — | | | — | | | — | | | (1,346) | | | — | | | — | | | (1,346) | | | 570 | | | (776) | |
| Stock-based compensation | | — | | | — | | | — | | | — | | | 2,881 | | | — | | | — | | | 2,881 | | | — | | | 2,881 | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | — | | | (205) | | | — | | | (205) | | | — | | | (205) | |
| Net loss | | — | | | — | | | — | | | — | | | — | | | — | | | (20,001) | | | (20,001) | | | (1,257) | | | (21,258) | |
Other equity transactions (1) | | — | | | — | | | — | | | — | | | 715 | | | — | | | — | | | 715 | | | 185 | | | 900 | |
| Balances, December 31, 2019 | | 0 | | | $ | 0 | | | 38,227 | | | $ | 38 | | | $ | 644,070 | | | $ | (61,323) | | | $ | (544,010) | | | $ | 38,775 | | | $ | (502) | | | $ | 38,273 | |
| Common stock issued for exercise of stock options and vesting of restricted shares, net of tax payments from shares withheld upon vesting of restricted stock | | — | | | — | | | 197 | | | — | | | (26) | | | — | | | — | | | (26) | | | — | | | (26) | |
| Issuance of Preferred B Stock | | 8,065 | | | 8 | | | — | | | — | | | 9,992 | | | — | | | — | | | 10,000 | | | — | | | 10,000 | |
| Stock-based compensation | | — | | | — | | | — | | | — | | | 1,420 | | | — | | | — | | | 1,420 | | | — | | | 1,420 | |
| Other comprehensive income | | — | | | — | | | — | | | — | | | — | | | 909 | | | — | | | 909 | | | — | | | 909 | |
| Net loss | | — | | | — | | | — | | | — | | | — | | | — | | | (4,852) | | | (4,852) | | | (468) | | | (5,320) | |
Other equity transactions (2) | | — | | | — | | | — | | | — | | | 150 | | | (227) | | | — | | | (77) | | | 708 | | | 631 | |
| Balances, December 31, 2020 | | 8,065 | | | $ | 8 | | | 38,424 | | | $ | 38 | | | $ | 655,606 | | | $ | (60,641) | | | $ | (548,862) | | | $ | 46,149 | | | $ | (262) | | | $ | 45,887 | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings (Deficit) | | Total Shareholders’ Equity |
| Shares | | Amount | |
| | | | | | | | | | | | | |
| Balances, December 31, 2014 | | 36,099 |
| | $ | 36 |
| | $ | 617,756 |
| | $ | (55,252 | ) | | $ | (365,342 | ) | | $ | 197,198 |
|
| Common stock issued for exercise of stock options, employee stock purchase plan, and vesting of restricted shares, net of tax payments from shares withheld upon vesting of restricted stock | | 199 |
| | — |
| | 341 |
| | — |
| | — |
| | 341 |
|
| Share of Napster equity transactions | | — |
| | — |
| | 4,521 |
| | — |
| | — |
| | 4,521 |
|
| Stock-based compensation | | — |
| | — |
| | 4,698 |
| | — |
| | — |
| | 4,698 |
|
| Other comprehensive income (loss) | | — |
| | — |
| | — |
| | (4,228 | ) | | — |
| | (4,228 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | (81,847 | ) | | (81,847 | ) |
| Balances, December 31, 2015 | | 36,298 |
| | $ | 36 |
| | $ | 627,316 |
| | $ | (59,480 | ) | | $ | (447,189 | ) | | $ | 120,683 |
|
| Common stock issued for exercise of stock options, employee stock purchase plan, and vesting of restricted shares, net of tax payments from shares withheld upon vesting of restricted stock | | 1,203 |
| | 1 |
| | (345 | ) | | — |
| | — |
| | (344 | ) |
| Share of Napster equity transactions | | — |
| | — |
| | 1,533 |
| | — |
| | — |
| | 1,533 |
|
| Stock-based compensation | | — |
| | — |
| | 5,424 |
| | — |
| | — |
| | 5,424 |
|
| Other comprehensive income (loss) | | — |
| | — |
| | — |
| | (2,165 | ) | | — |
| | (2,165 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | (36,550 | ) | | (36,550 | ) |
| Balances, December 31, 2016 | | 37,501 |
| | $ | 37 |
| | $ | 633,928 |
| | $ | (61,645 | ) | | $ | (483,739 | ) | | $ | 88,581 |
|
| Common stock issued for exercise of stock options, employee stock purchase plan, and vesting of restricted shares, net of tax payments from shares withheld upon vesting of restricted stock | | (160 | ) | | — |
| | (117 | ) | | — |
| | — |
| | (117 | ) |
| Share of Napster equity transactions | | — |
| | — |
| | 1,241 |
| | — |
| | — |
| | 1,241 |
|
| Stock-based compensation | | — |
| | — |
| | 3,675 |
| | — |
| | — |
| | 3,675 |
|
| Other comprehensive income (loss) | | — |
| | — |
| | — |
| | 2,098 |
| | — |
| | 2,098 |
|
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | (16,305 | ) | | (16,305 | ) |
| Balances, December 31, 2017 | | 37,341 |
| | $ | 37 |
| | $ | 638,727 |
| | $ | (59,547 | ) | | $ | (500,044 | ) | | $ | 79,173 |
|
(2) In 2020, Other equity transactions pertains to the sale of Napster to MelodyVR. See Note 4. Acquisitions and Dispositions for additional details.
See accompanying notes to consolidated financial statements.
REALNETWORKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2017, 20162020 and 20152019
|
| | | | |
| Note 1. | Description of Business and Summary of Significant Accounting Policies |
Description of Business. RealNetworks Inc. and subsidiaries is a leading global provider of network-deliveredprovides digital media applicationssoftware and services that make it easy to manage, playconsumers, mobile carriers, device manufacturers, system integrators, and shareother businesses. Consumers use our digital media. The Company also develops and markets softwaremedia products and services that enable the creation,to store, organize, play, manage and enjoy their digital media content, either directly from us or through our distribution partners. Our computer vision SAFR (Secure Accurate Facial Recognition) platform, a key investment initiative for us, enables new applications for security, convenience, and consumptionanalytics, and is optimized for live video.
Rhapsody International, Inc. (doing business as Napster) offers a comprehensive set of digital media, including audiomusic products and video.services designed to provide consumers with broad access to digital music. Napster was held-for-sale and treated as discontinued operations for accounting and disclosure purposes as of the third quarter of 2020. The sale of Napster was completed during the fourth quarter of 2020. The results of operations and cash flows for our discontinued operations have been segregated from the results of continuing operations and segment results, and Napster’s operating results and financial condition have been recast to conform to this presentation. The notes to the consolidated financial statements, unless otherwise indicated, are on a continuing operations basis. See Note 4. Acquisitions and Dispositions for additional details regarding the acquisition and sale of Napster.
Inherent in our business are various risks and uncertainties, including a limited history of certain of our product and service offerings. RealNetworks' success will depend on the acceptance of our technology, products and services and the ability to generate related revenue.revenue and cash flow.
In this Annual Report on Form 10-K for the year ended December 31, 20172020 (10-K), RealNetworks, Inc. and subsidiaries is referred to as “RealNetworks”, the “Company”, “we”, “us”, or “our”.
Basis of Presentation. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.subsidiaries in which it has a more than 50% voting interest. Noncontrolling interests primarily represent third-party ownership in the equity of Napster and Scener Inc. ("Scener") and are reflected separately in the Company's financial statements. Intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Capital Resources. The consolidatedCompany continues to incur operating losses from continuing operations, including net operating losses of $5.0 million, and $27.1 million for the years ended December 31, 2020 and 2019, respectively. The Company had an accumulated deficit of $548.9 million and $544.0 million as of December 31, 2020 and 2019, respectively. The Company believes that its cash and cash equivalents of $23.9 million as of December 31, 2020, as well as the unused capacity of its revolving line of credit, are adequate to fund the Company's operations for at least one year from the date these financial statements reflect all adjustments that, inwere issued.
Risks and Uncertainties. In March 2020, the opinion of management, are necessary for a fair presentationWorld Health Organization declared the outbreak of the results of operations fornovel coronavirus that causes COVID-19 to be a global pandemic. As the periods presented. Operating results forvirus spread throughout the year ended December 31, 2017 are not necessarily indicative ofU.S. and the results that may be expected for any subsequent periods.
On December 31, 2017, our contract with LOEN Entertainment, Co, Ltd. (LOEN) for our musicworld, authorities implemented numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, business limitations, and shutdowns. In addition to the pandemic's widespread impact on demand services expired without renewal. Accordingly,public health and global society, reactions to the pandemic as well as measures taken to contain the virus have caused significant turmoil to the global economy and financial markets. Moreover, similar to other companies, we have reportedtaken steps to support the operatinghealth and well-being of our employees, customers, partners and communities, which include working remotely and learning to operate our businesses in a fundamentally different way.
The COVID-19 pandemic and the resultant economic instability and financial market turmoil has added complexity, uncertainty and risk to nearly all aspects of our business. It is difficult to predict the near-term and long-term impacts that the pandemic will have on our results from operations, financial condition, liquidity and cash flows. In the preparation of this business as discontinued operations for all periods presented. The assetsour financial statements, certain estimates and liabilities of the music on demand business at December 31, 2017 and 2016assumptions regarding these impacts have been reported as assetsmade, which could change in future periods and liabilities of discontinued operations in the Consolidated Balance Sheet. Refer to Note 16 Discontinued Operations. Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to continuing operations.which could differ from actual outcomes.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash EquivalentsEquivalents. Cash and Short-Term Investments We consider all short-termcash equivalents include cash on hand and highly-liquid investments with a remaining contractual maturity at date of purchaseoriginal maturities of three months or less to be cash equivalents.less.
Other short-term investments with remaining contractual maturities of five years or less are classified as short-term because the investments are marketable and highly liquid, and we have the ability to utilize them for current operations. Realized gains and losses and any declines in value judged to be other-than-temporary on short-term investments are included in other income (expense), net. Realized and unrealized gains and losses on short-term investments are determined using the specific identification method.
Trade Accounts Receivable. Trade accounts receivable consist of amounts due from customers and do not bear interest. The allowance for doubtful accounts and sales returns is our estimate of the amount of probable credit losses and returns in our existing accounts receivable. We determine the allowances based on analysis of historical bad debts, customer concentrations, changes in customer credit-worthiness, return history and current economic trends. We review the allowances for doubtful accounts and sales returns quarterly. Past due balances over 90 days and specified other balances are reviewed individually for collectability. All other balances are reviewed on an aggregate basis. Account balances are written off against the allowance
after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance sheet credit exposure related to our customers.
Investments. Investments are equity securities for which there is a determinable fair market value. We hold equity securities with a contractual lock-up period that require us to discount the fair market value until this restriction is removed. See Note 5. Fair Value Measurements for additional information.
Unrealized gains and losses from the change in fair market value, as well as realized gains and losses from sales, are recorded to Gain on equity and other investments, net on the consolidated statements of operations. Realized and unrealized gains and losses on investments are determined using the specific identification method.
Concentration of Credit Risk. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents short-term investments, and accounts receivable. Short-term investments consistWe maintain cash and cash equivalents that may exceed the insured limits by the Federal Deposit Insurance Corporation. However, we reduce this credit risk by placing cash and cash equivalents with major financial institutions that the Company assesses to be of U.S. government and government agency securities, corporate notes and bonds, and municipal securities. high-credit quality.
We derive a portion of our revenue from a large number of individual consumers spread globally. We also derive revenue from several large customers. If the financial condition or results of operations of any one of the large customers deteriorates substantially, our operating results could be adversely affected. To reduce credit risk, management performs ongoing credit evaluations of the financial condition of significant customers. We do not generally require collateral and we maintain an allowance for estimated credit losses on customer accounts when considered necessary.
Depreciation and Amortization. Depreciation of equipment and software, as well as amortization of leasehold improvements is computed using the straight-line method over the lesser of the estimated useful lives of the assets or the related lease term. The useful life of equipment and software is generally three to five years.
Depreciation and amortization expense of these assets during the years ended December 31, 2017, 2016,2020 and 20152019 was $2.3 million, $6.0$0.9 million and $8.1$1.2 million, respectively.
Equity Method Investment. We use the equity method in circumstances where we have the ability to exert significant influence, but not control, over an investee or joint venture. We initially record our investment based on a fair value analysis of the investment. We record our percentage interest in the investee's recorded income or loss and changes in the investee's capital under this method, which will increase or decrease the reported value of our investment. See Note 4, Napster Joint Venture for additional information.
We evaluate impairment of an investment accounted for under the equity method if events and circumstances warrant. An impairment charge would be recorded if a decline in the fair value of an equity investment below its carrying amount were determined to be other than temporary. In determining if a decline is other than temporary, we consider factors such as the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investee or joint venture, the near-term and longer-term operating and financial prospects of the investee or joint venture and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery.
Deferred Costs. Included in deferred costs are financing fees associated with our revolving line of credit. These fees are amortized over the term of the credit agreement. Amortization of the financing fees are recorded in interest expense, within other income (expenses).
We also defer certain costs on projects for service revenues and system sales. Deferred costs consist primarily of direct and incremental costs to customize and install systems, as defined in individual customer contracts, including costs to acquire hardware and software from third parties and payroll and related costs for employees and other third parties. Deferred costs are capitalized during the implementation period.
We recognize such costs as a component of cost of revenue, the timing of which is dependent upon the revenue recognition policy by contract. At each balance sheet date, we review deferred costs to ensure they are ultimately recoverable. Any anticipated losses on uncompleted contracts are recognized when evidence indicates the estimated total cost of a contract exceeds its estimated total revenue or if actual deferred costs exceed estimated contractual revenue. Assessing the recoverability of deferred costs is based on significant assumptions and estimates, including future revenue and cost of sales. Significant or sustained decreases in revenue or increases in cost of sales in future periods could result in impairments of deferred project costs and prepaid royalty advances. We cannot accurately predict the amount and timing of any such impairments. Should deferred project costs or prepaid royalty advances become impaired, we would record the appropriate charge, which could have a material adverse effect on our financial condition and results of operations.
Definite-Lived Tangible and IntangibleRight-of-Use Operating Lease Assets. Definite-lived tangible assets include equipment, software, and leasehold improvements and are carried at cost less accumulated depreciation and amortization.improvements. Definite-lived intangible assets consist primarily of the fair value of customer agreements and contracts, and developed technology acquired in business combinations and are amortized on a straight line basis over their estimated useful lives.
Operating leases are included in Operating lease assets, Other current liabilities, and Long-term lease liabilities on our consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
We review these assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized if the carrying amount of the asset group exceeds its estimated fair value, which is generally determined as the present value of estimated future cash flows to a market participant. Our impairment analysis is based on significant assumptions of future results, including operating and cash flow projections. Significant or sustained declines in future revenue or cash flows, or adverse changes in our business climate, among other factors, could result in the need to record an impairment charge in future periods.
Goodwill. We test goodwill for impairment on an annual basis, in our fourth quarter, or more frequently if circumstances indicate reporting unit carrying values may exceed their fair values. Circumstances that may indicate a reporting unit's carrying value exceeds its fair value include, but are not limited to: poor economic performance relative to historical or projected future operating results; significant negative industry, economic or company specific trends; changes in the manner of our use of the assets or the plans for our business; and loss of key personnel.
When evaluating goodwill for impairment, based upon our annual test or due to changes in circumstances described above, we first perform a qualitative assessment to determine if the fair value of a reporting unit is more likely than not less than the reporting unit's carrying amount including goodwill. If this assessment indicates itimpairment is more likely than not, we then compare the carrying value of the reporting unit to the estimated fair value of the reporting unit. If the carrying value of the reporting unit exceeds the estimated fair value, we then calculate the implied estimated fair value of goodwill for the reporting unit and compare it to the carrying amount of goodwill for the reporting unit. If the carrying amount of goodwill exceeds the implied estimated fair value, an impairment charge to current operations is recorded to reduce the carrying value to implied
estimated value. Significant judgment is required in determining the reporting units and assessing fair value of the reporting units.
Fair Value. Fair value is the price that would be received from selling an asset or paid in transferingtransferring a liability in an orderly transaction between market participants at the measurement date. Our fair value measurements consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
Fair values are determined based on three levels of inputs:
•Level 1: Quoted prices in active markets for identical assets or liabilities
•Level 2: Directly or indirectly observed inputs for the asset or liability, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active
•Level 3: Significant unobservable inputs that reflect our own estimates of assumptions that market participants would use
Research and Development. Costs incurred in research and development are expensed as incurred. Software development costs are capitalized when a product’s technological feasibility has been established through the date the product is available for general release to customers. Other than internal use software, we have not capitalized any software development costs, as technological feasibility is generally not established until a working model is completed, at which time substantially all development is complete.
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Physical products are considered delivered to the customer once they have been shipped and title and risk of loss have been transferred. For online sales, the products or services are considered delivered at the time the products or services are made available, digitally, to the end user.
We recognize revenue on a gross or net basis. In most arrangements, we contract directlyfrom contracts with end user customers and are the primary obligor. In such arrangements, we recognize revenue on a gross basis. In some cases, we utilize third-party distributors who are the primary obligor to sell products or services directly to end user customers. In such instances, we recognize revenue on a net basis.
In our direct to consumer operations, we derive revenue through (1) subscriptions sold by our Games segment and subscriptions of SuperPass within our Consumer Media segment, (2) sales of content downloads, software and licenses offered by our Consumer Media, Mobile Services, and Games segments and (3) the sale of advertising and the distribution of third-party products on our websites and in our games.
Consumer subscription products are paid in advance, typically for monthly, quarterly or annual duration. Subscription revenue is recognized ratably over the related subscription time period. Revenue from sales of content downloads, software and licenses is recognized at the time the product is made available, digitally, to the end user. Revenue generated from advertising on our websites and from advertising and the distribution of third-party products included in our products is recognized as revenue at the time of delivery.
We also generate revenue through business-to-business channels by providing services within our Mobile Services segment enabling mobile carriers to deliver audio and video content to their customers and by selling software licenses and products and related support and other services. Revenue generated from services provided to mobile carriers that enable the delivery of audio and video content to their customers is recognized as the services are provided. Setup fees to build these services are recognized ratably upon launchcontrol of the promised good or service over the remaining expected term of the service.is transferred. Please refer to Note 3. Revenue Recognition for further details regarding our recognition policies.
Non-software revenue arrangements containing multiple elements are divided into separate units of accounting, after being evaluated for specific criteria. If the criteria for separation are met, revenue is allocated to the individual units using the relative fair value method. If the criteria are not met, the elements are treated as one unit of accounting and revenue recognition is delayed until all elements have been delivered. In the case of revenue arrangements containing software, elements are divided into separate units of accounting only when vendor-specific objective evidence has been established. In cases where vendor-specific objective evidence has not been established, undelivered elements are combined into one unit of accounting and are not recognized in revenue until all elements have been delivered.
Advertising Expenses. We expense the cost of advertising and promoting our products as incurred. These costs are included in sales and marketing expense and totaled $4.5$5.9 million in 2017, $6.12020 and $5.5 million in 2016 and $16.5 million in 2015.2019.
Foreign Currency. The functional currency of the Company’s foreign subsidiaries is generally the currency of the country in which the subsidiary operates. Assets and liabilities of foreign operations are translated into U.S. dollars using rates of exchange in effect at the end of the reporting period. The net gain or loss resulting from translation is shown as translation
adjustment and included in Accumulated Other Comprehensive Income (AOCI) in shareholders’ equity. Income and expense accounts are translated into U.S. dollars using average rates of exchange. Gains and losses from foreign currency transactions are included in other income (expense), net on the consolidated statements of operations.
Accounting for Taxes Collected from Customers. Our revenues are reported net of sales and other transaction taxes that are collected from customers and remitted to taxing authorities.
Income Taxes. We compute income taxes using the asset and liability method, under which deferred income taxes are provided for temporary differences between financial reporting basis and tax basis of our assets and liabilities and operating loss and tax credit carryforwards. We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the appropriate taxing jurisdictions. Adjustments to the valuation allowance could be required in the future if we estimate that the amount of deferred tax assets to be realized is more or less than the net amount we have recorded. Any increase or decrease in the valuation allowance could have the effect of increasing or decreasing the income tax provision in the statement of operations.
Deferred tax assets and liabilities and operating loss and tax credit carryforwards are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and operating loss and tax credit carryforwards are expected to be recovered or settled.
We file numerous consolidated and separate income tax returns in the U.S. including federal, state and local, as well as foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal income tax examinations for tax years
before 2013 or state, local, or foreign income tax examinations for years before 1993. We are currently under audit by various states and foreign jurisdictions for certain tax years subsequent to 1993.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.
Stock-Based Compensation. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. We use the Black-Scholes option-pricing model or other appropriate valuation models such as Monte Carlo simulation to determine the fair value of stock-based option awards. The fair value of restricted stock awards is based on the closing market price of our common stock on the grant date of the award. Generally, we recognize the compensation cost for awards on a straight-line basis for the entire award, over the applicable vesting period. For performance-based awards, expense is recognized when it is probable the performance goal will be achieved, however if the likelihood becomes improbable, that expense is reversed. For market-based stock options, fair value is measured at the grant date using the Monte Carlo simulation model, and we recognize compensation cost for these awards on a straight-line basis over the requisite service period for each separately vesting portion of the awards. For our employee stock purchase plan, compensation expense is measured based on the discount the employee is entitled to upon purchase.
The valuation models for stock-based option awards require various judgmental assumptions including volatility in our common stock price and expected option life. If any of the assumptions used in the valuation models change significantly, stock-based compensation expense for new awards may differ materially in the future from the amounts recorded in the consolidated statements of operations. For all awards, we also estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.
Net Income (Loss) Per Share. Basic net income (loss) per share (EPS) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average number of common and dilutive potential common shares outstanding during the period.
|
| | | | |
| Note 2. | Recent Accounting Pronouncements |
Recently adopted accounting pronouncements
In May 2014,August 2018, the Financial Accounting Standards Board (FASB)("FASB") issued new revenue recognition guidance which was subsequently updatedmodifies the disclosure requirements of fair value measurements in Topic 820, Fair Value Measurement. For public companies, the new guidance removes disclosure requirements for transfers between Level 1 and amended in 2015Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and 2016.the valuation process for Level 3 fair value measurements. The guidance requires an entitymodifies the disclosure requirements for investments in certain entities that calculate net asset value and clarifies that the measurement uncertainty disclosure is to recognizecommunicate information about the amountuncertainty in measurement as of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.reporting date. The new guidance will replace most existing revenue recognition guidanceadds the disclosure requirement for changes in U.S. GAAP when it becomes effective.
The guidance permits two methodsunrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of adoption: the full retrospective method where the standard would be applied to each prior reporting period presented and the cumulative effectrange and weighted average of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, where the cumulative effect of applying the standard would be recognized at the date of initial application. We will adopt the requirements of the new standardsignificant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective January 1, 2018, and will use the modified retrospective transition method with the cumulative effect to the opening balance of retained earnings recognized as of the date of initial adoption.
Under the new standard, the greatest impact will be in certain areas where we will be required to estimate usage which drives the underlying revenue. Under the current guidance, we do not recognize revenues until we achieve fixed and determinable status, which would typically be at a later date. We also expect an impact related to the licensing of our RealTimes and RealPlayer products. As we transition to the new revenue standard, we will recognize the revenue predominantly at the time of delivery rather than over the contract period, which results in an acceleration of revenue. Revenue recognition for all other product lines will not be be significantly impacted. The new standard will not have a cash impact and will not affect the economics of the underlying customer contracts.
Our disclosures in our notes to the Consolidated Financial Statements related to revenue recognition will be significantly expanded under the new standard, specifically around the quantitative and qualitative information about our underlying performance obligations. Our assessment of impacts resulting from the new standard is substantially complete, including the impact on our controls and differences in the timing or method of revenue recognitionentities for our contracts. As a result of our evaluation, we have modified certain accounting policies and practices and updated certain existing controls. We also designed and implemented specific controls over our evaluation of the impact of the new standard, including our calculation of the cumulative adjustment to Retained Deficit. As a result of the new standard, based on currently executed contracts, we expect to record a cumulative adjustment increasing our Retained Deficit on January 1, 2018 of approximately $1.0 million to $1.5 million.
In February 2016, the FASB issued new guidance related to the accounting for leases by lessees. A major change in the new guidance is that lessees will be required to present right-of-use assets and lease liabilities on the balance sheet. The new guidance will be effective for us on January 1,fiscal years beginning after December 15, 2019 including interim periods within 2019.that fiscal year. The adoption of the new guidance did not have a material impact to the Company's consolidated financial statements.
Recently issued accounting pronouncements not yet adopted
In August 2020, FASB issued new guidance that simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The guidance enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. It is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. This update permits the use of either the modified retrospective or fully retrospective method of transition. We will continue to evaluateare in the process of evaluating the effect that thethis new guidance will have on our consolidated financial statements and related disclosures. We expect that the guidance will result in a material change to our Consolidated Balance Sheet as a result of capitalizing certain of our operating leases.
In November 2016, the FASB issued new guidance on the classification and presentation of changes in restricted cash on the statement of cash flows. This guidance is effective for interim and annual reporting for us on January 1, 2018. We do not expect the adoption of this guidance to have a material qualitative impact on our statement of cash flows.
In January 2017, the FASB issued new guidance simplifying the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the reporting unit's carrying amount exceeds the reporting unit's fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning onafter December 15, 2019,2022, with early adoption permitted. We will beare in the process of evaluating the impact of theeffect that this new guidance but do not currently expect the adoption towill have a material impact on our consolidated financial statements and related disclosures.
There have been no other recent
In June 2016, the FASB issued new guidance amending existing guidance for the accounting pronouncements or changes in accounting pronouncementsof credit losses on financial instruments. Under the new guidance, the valuation allowance for credit losses is expected to be implementedincurred over the financial asset’s contractual term. We reviewed the new credit loss standard and determined that it applies to our accounts receivable, which are typically of significance or potential significanceshort duration and for which we have not historically experienced significant credit losses. This guidance is effective for us in fiscal years beginning after December 15, 2022 with any cumulative effect of adoption recorded as an adjustment to RealNetworks.retained earnings. We are in the process of evaluating the effect that this new guidance will have on our consolidated financial statements and related disclosures.
|
| | | | |
| Note 3. | Acquisitions and DisposalsRevenue Recognition |
As describedPerformance Obligations
We generate all of our revenue through contracts with customers. Revenue is either recognized over time as the service is provided, or at a point in time when the product is transferred to the customer, depending on the contract type. Our performance obligations typically have an original duration of one year or less.
Our software licensing revenue stream generates revenue through the on-premises licensing of our codec technologies and integrated RealTimes platform. We recognize revenue upfront at the point in time when the software is made available to the customer. In cases where a sale or usage-based royalty is promised in exchange for a license of our codec technologies, revenue is recognized as the subsequent usage occurs for the contractual amount owed by the customer for that usage, as is allowed under the licensing of intellectual property section of Topic 606. Software licensing in our 2016 10-K,Mobile Services segment is invoiced on July 24, 2015, we entered into an agreement to sella monthly basis either based on usage of the Slingo and social casino portionrespective product, or on a fixed fee basis. Our Consumer Media licensing is invoiced either quarterly or annually based on the usage of the respective product, or on a fixed fee basis. For each of these, the timing of payment generally does not vary significantly from the timing of invoice, however, certain of our long-term Consumer Media licensing contracts have extended payment schedules which may exceed one year.
Our subscription services revenue stream allows customers to use hosted software over the respective contract period without taking possession of the technology. The stream is primarily comprised of our intercarrier messaging service, ringback tones, PC-based and mobile games businesssubscriptions, and our RealPlayer and SuperPass services. Revenues related to Gaming Realms plc. Ofsubscription service products are recognized ratably over the total transaction pricecontract period, or as we have the right to invoice as a practical expedient when that amount corresponds directly with the value to the customer of $18.0 million, $10.0 million wasour performance completed to date. Consumer subscription products are paid in cash at closingadvance, typically on August 10, 2015, $4.0 million was paid in cash in August 2016,a monthly or quarterly basis. Subscription services offered to businesses are invoiced on a monthly basis, generally based upon the amount of usage for the previous month, and the remaining $4.0 million was paid in cash in December 2017, along with an additional $0.5 milliontiming of payment related to an agreed-to extensiongenerally does not vary significantly from the timing of this final payment, which was originally due in August 2017. We recognized the gain related to both the 2016invoice.
Our product sales revenue stream includes purchases of in-game virtual goods, mobile and 2017 payments in Gain (loss) on investments, net, on the statementwholesale games, as well as our RealPlayer product. Proceeds from sales of operations in 2016 and 2017. Wein-game virtual goods are initially recorded in 2015deferred revenue and are recognized as revenues over 30 days, our estimate of the time period that end users benefit from these purchases and our related foreign currency gainperformance obligation is satisfied. Retail purchases are recognized and paid for at the point in time the product is made available to the end user. For games which are sold through third-party application storefronts, we evaluate the transaction for gross or net revenue recognition. As we typically are the primary obligor in our third-party transactions, we recognize revenues gross of $0.5 million in Other income and expense and an income tax benefit of $1.6 millionany app store fees. We then receive monthly payments from the reversalrespective app store for all purchases within the respective month.
Other revenues consist primarily of advertising and the distribution of third-party products, which are recognized and paid on a Slingo deferred tax liability.cost per impression or cost per download basis.
Disaggregation of Revenue The following table presents our disaggregated revenue by source and segment (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2020 |
| | Consumer Media | | Mobile Services | | Games |
| Business Line | | | | | | |
| Software License | | $ | 5,957 | | | $ | 5,110 | | | $ | 0 | |
| Subscription Services | | 3,586 | | | 21,779 | | | 10,794 | |
| Product Sales | | 1,301 | | | 0 | | | 13,879 | |
| Advertising and Other | | 1,737 | | | 0 | | | 3,919 | |
| Total | | $ | 12,581 | | | $ | 26,889 | | | $ | 28,592 | |
|
| |
Note 4. | Napster Joint Venture |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2019 |
| | Consumer Media | | Mobile Services | | Games |
| Business Line | | | | | | |
| Software License | | $ | 6,522 | | | $ | 3,101 | | | $ | 0 | |
| Subscription Services | | 4,148 | | | 24,042 | | | 12,121 | |
| Product Sales | | 825 | | | 0 | | | 9,823 | |
| Advertising and Other | | 1,675 | | | 0 | | | 3,545 | |
| Total | | $ | 13,170 | | | $ | 27,143 | | | $ | 25,489 | |
The following table presents our disaggregated revenue by sales channel (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2020 |
| | Consumer Media | | Mobile Services | | Games |
| Sales Channel | | | | | | |
| Business to Business | | $ | 7,693 | | | $ | 26,495 | | | $ | 4,664 | |
| Direct to Consumer | | 4,888 | | | 394 | | | 23,928 | |
| Total | | $ | 12,581 | | | $ | 26,889 | | | $ | 28,592 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2019 |
| | Consumer Media | | Mobile Services | | Games |
| Sales Channel | | | | | | |
| Business to Business | | $ | 8,199 | | | $ | 26,691 | | | $ | 4,710 | |
| Direct to Consumer | | 4,971 | | | 452 | | | 20,779 | |
| Total | | $ | 13,170 | | | $ | 27,143 | | | $ | 25,489 | |
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to our customers. We record accounts receivable when the right to consideration becomes unconditional, except for the passage of time. For certain contracts, payment schedules may exceed one year; for those contracts we recognize a long-term receivable. As of December 31, 20172020 and 2019 our balance of long-term accounts receivable was $0.6 million and $0.3 million, respectively, and is included in other long-term assets on our consolidated balance sheets. The increase in this balance from December 31, 2019 to December 31, 2020 is primarily due to a contract renewal in 2020. During the year ended December 31, 2020, we owned approximately 42%recorded no impairments to our contract assets.
We record deferred revenue when cash payments are received in advance of our completion of the issuedunderlying performance obligation. As of December 31, 2020 and outstanding stock2019, we had deferred revenue balances of $2.2 million and $2.1 million, respectively, primarily due to deferred revenue associated with monthly subscriptions.
Judgments and Estimates
Our contracts with customers can include obligations to provide multiple services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together can require significant judgment. For example, certain contracts include the sale of software licenses or subscriptions as well as services to be delivered over time. Judgment is also required to determine the standalone selling price ("SSP") for each distinct performance obligation in these arrangements. We allocate revenue to each performance obligation based on the relative SSP. We determine SSP for performance obligations based on overall pricing objectives, which take into consideration observable prices and market conditions.
For certain of our contracts, we recognize revenues using the sales- and usage-based exception as defined in the licensing guidance of Topic 606. For these contracts, we typically receive reporting of actual usage a quarter in arrears, and as such, we are required to estimate the current quarter's usage. To make these estimates, we utilize historical reporting information, as well as industry trends and interim reporting to quantify total quarterly usage. As actual usage information is received, we record a true-up in the following quarter to reflect any variance from our estimate. In the years ended December 31, 2020 and 2019, we did not record any material true-ups to our consolidated financial statements.
Practical Expedients
For those contracts for which we recognize revenue at the amount to which we have the right to invoice for service performed, we do not disclose the value of any unsatisfied performance obligations. We also do not disclose the remaining unsatisfied performance obligations which have an original duration of one year or less. Additionally, we immediately expense sales commissions when incurred as the amortization period would have been less than one year. These costs are recorded within sales and marketing expense.
| | | | | |
| Note 4. | Acquisitions and Dispositions |
Napster Acquisition
On January 18, 2019, RealNetworks acquired an additional 42% interest in Rhapsody International, Inc., doing (doing business as Napster) which brought our aggregate ownership to 84% of Napster's outstanding equity, thus giving RealNetworks a majority voting interest. Napster's music streaming service provides users with broad access to digital music, offering on-demand streaming and conditional downloads through unlimited access to a catalog of millions of music tracks. Napster offers music services worldwide and accountgenerates revenue primarily through subscriptions to its music services either directly to consumers or through distribution partners. On August 24, 2020, RealNetworks announced that Napster had signed an agreement to be sold to MelodyVR Group PLC in a transaction that closed in the fourth quarter of 2020. See Napster Disposition below for our investment using the equity method of accounting.additional details.
Rhapsody America LLC was initiallyInitially formed in 2007 and branded then as Rhapsody, Napster began as a joint venture between RealNetworks and MTV Networks, a division of Viacom International, Inc. (MTVN), to own and operate a business-to-consumer digital audio music service
originally branded as Rhapsody. The service was re-branded in 2016 as Napster. In this Note, we referPrior to the business asacquisition of the additional 42% interest in Napster, although the legal entity in which we hold our investment is Rhapsody International, Inc.
Following certain restructuring transactions effective March 31, 2010, we began accountingaccounted for our investment using the equity method of accounting.
Subsequent to RealNetworks’ January 18, 2019 acquisition, Napster operated as an independent business with its own board of directors, strategy and leadership team. Napster's separate legal existence was further supported by each company's ongoing compliance with corporate formalities, the independent direction of Napster's activities, and the consistent treatment of each of RealNetworks and Napster as distinct organizations. During the periods of the acquisition date until the announcement of the sale, we consolidated Napster's financial results into our financial statements and reported Napster as a separate segment in our consolidated financial statements.
We recorded 100% of the estimated fair value of the assets acquired and liabilities assumed as of January 18, 2019 based on the results of an independent valuation. The 16% of Napster that RealNetworks did not own between the acquisition and disposition was accounted for as a noncontrolling interest in our consolidated financial statements. As part of the 2010 restructuring transactions, RealNetworks contributed $18.0 million in cash, the Rhapsody brand and certain other assets, including content licenses, in exchange for shares of convertible preferred stock of Rhapsody International, Inc., carrying a $10.0 million preference upon certain liquidation events.
We recorded our share of losses of the Napster business of $4.0 million, $6.5 million, and $14.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. Because of the $10.0 million liquidation preference on the preferred stock we hold in Napster, under the equity method of accounting we did not record any share of Napster losses that would reducethis consolidation, the carrying value of our previous 42% equity method investment was remeasured to fair value on the acquisition date. The remeasurement to fair value of the historical 42% ownership interest resulted in the recognition of a $2.7 million gain at the time of acquisition, which is impacted by Napster equity transactions, below $10.0 million, untila component of the overall gain recognized as a part of this transaction. Our consolidated balance sheet reflected Napster's book value was reduced below $10.0 million,working capital deficit, which occurredresulted in the first quarter of 2015. As of December 31, 2017, the carrying value of our Napster equity investment was zero, as wea consolidated working capital deficit. RealNetworks did not have any further commitmentcontractual or implied obligation to provide future support to Napster, with the exception of the guaranty discussed below. Unless we commit to provide futurefunding or other financial support to Napster, or to guarantee or provide other such support related to Napster's third party borrowing or Napster's other obligations on our consolidated balance sheet.
See Note 5. Fair Value Measurements for detail on terms of the transaction.
The following table summarizes the final allocation of the total consideration to the estimated fair values of the assets acquired and liabilities assumed as of January 18, 2019 (in thousands):
| | | | | | | | | | | | |
| Consideration, at estimated fair value: | | | | | | |
| Cash | | $ | 1,000 | | | | | |
| Contingent consideration | | 11,600 | | | | | |
| RealNetworks' preexisting 42% equity interest in Napster | | 2,700 | | | | | |
| Effective settlement of Napster debt and warrants, held by RealNetworks | | 6,408 | | | | | |
| Total consideration | | $ | 21,708 | | | | | |
| | | | | | |
| Assets acquired and liabilities assumed, at estimated fair value: | | | | | | |
| Cash and cash equivalents | | $ | 10,127 | | | | | |
| Accounts receivable | | 20,915 | | | | | |
| Prepaid expenses and other current assets | | 2,421 | | | | | |
| Restricted cash | | 2,322 | | | | | |
| Equipment, software and leasehold improvements | | 474 | | | | | |
| Operating lease assets | | 2,400 | | | | | |
| Other long-term assets | | 77 | | | | | |
| Deferred tax assets, net | | 5,932 | | | | | |
| Intangible assets | | 23,700 | | | | | |
| Goodwill | | 45,520 | | | | | |
| Total assets acquired | | 113,888 | | | | | |
| | | | | | |
| Accounts payable | | 786 | | | | | |
| Accrued royalties and fulfillment | | 59,036 | | | | | |
| Accrued and other current liabilities | | 7,032 | | | | | |
| Deferred revenue, current portion | | 3,526 | | | | | |
| Notes payable | | 12,211 | | | | | |
| Deferred tax liabilities, net | | 6,208 | | | | | |
| Long-term lease liabilities | | 1,190 | | | | | |
| Other long-term liabilities | | 1,621 | | | | | |
| Total liabilities assumed | | 91,610 | | | | | |
| Total net assets acquired | | 22,278 | | | | | |
| Noncontrolling interests | | 570 | | | | | |
| Net assets acquired | | $ | 21,708 | | | | | |
Under the acquisition method of accounting, the purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. In the fourth quarter of 2019, we dorecorded purchase price allocation adjustments that reflect new information obtained during the measurement period about facts and circumstances that existed at the date of the acquisition. These adjustments did not record any further sharehave a material effect on 2019 consolidated financial statements and were primarily associated with the estimated fair values of Napster losses that would reduceacquired prepaid royalties, accrued royalties, and accrued taxes, with a corresponding net reduction of $3.0 million to goodwill. Adjustments to acquired prepaid royalties and accrued royalties also include the matching and invoicing of music royalties owed as of the opening balance sheet.
Prior to discontinued operations and held-for-sale accounting treatment, acquired intangible assets had a total weighted average useful life of approximately 8 years, were being amortized using the straight line method, and were comprised of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Intangible category | | Estimated fair value | | Method used to calculate fair value | | Estimated remaining useful life |
| Trade name and trademarks | | $ | 6,800 | | | Relief-from-royalty | | 15 years |
| Developed technology | | 5,900 | | | Excess earnings | | 4 years |
| Customer relationships | | 5,900 | | | Cost-to-replace | | 3 years |
| Partner relationships | | 5,100 | | | Distributor method | | 8 years |
| Total | | $ | 23,700 | | | | | |
The estimated fair value amounts for each of these intangibles was determined using a fair value measurement categorized within Level 3 of the fair value hierarchy.
The fair value of the trade name and trademarks intangible asset was estimated using the income approach, utilizing the relief from royalty method, which values the assets by estimating the savings achieved by ownership of trade name and trademarks when compared with the cost of licensing them from an independent owner.
The fair value of developed technology was estimated using the income approach, utilizing the excess earnings method. Under this method, cash flows attributable to the asset are estimated by deducting economic costs, including operating expenses and contributory asset charges, from revenue expected to be generated by the asset.
The fair value of customer relationships was estimated using a cost-to-replace approach, whereby the number of subscribers and the cost to acquire subscribers are key estimates utilized in the valuation.
The fair value of partner relationships was estimated using the income approach, which uses market-based distributor data to value underlying distributor relationships. Revenue, earnings, and cash flow estimates associated with these underlying distributor relationships are key estimates in determining the fair value of the partner relationships intangibles.
The fair value of deferred revenue was estimated using the income approach, utilizing a cost to fulfill analysis by estimating the direct and indirect costs related to supporting remaining obligations plus an assumed operating margin.
The fair value of our preexisting 42% equity method investment was remeasured to an estimated fair value of $2.7 million, which resulted in a pretax gain of $2.7 million, as our existing carrying value was zero. This gain, as well as the settlement of Napsterpreexisting relationships and other purchase accounting adjustments discussed below, zero;comprise the total gain of $12.3 million recognized in accordance with generally accepted accounting principlesother income (expenses), net in the U.S., we currently track those suspended losses outsideconsolidated statement of operations in 2019.
The fair value of our financial statements.
In December 2016, RealNetworks entered intopreexisting equity method investment was calculated using an agreementaverage of the income and market approach to loan up to $5 million to Napster for generalarrive at estimated total enterprise value. The income approach fair value measurement was based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions used in estimating future cash flows included projected revenue growth and operating purposes,expenses, as didwell as the selection of an appropriate discount rate. Estimates of revenue growth and operating expenses were based on internal projections and considered the historical performance of Napster's other 42% owner, Columbus Nova. Each entity fully funded its loan, providing $3.5 million each in December 2016business. The discount rate applied was based on Napster's weighted-average cost of capital and the remaining $1.5 million each in January 2017. These 12-month loans are subordinate to senior creditors, and bear an interest rate of 10% per annum, which accretes into the outstanding principal balance.included a small-company risk premium. The market approach fair value measurement was based on a market comparable methodology. At the time of signingacquisition, we used a group of comparable companies and selected an appropriate EBITDA multiple to apply to Napster's projected 2020 and 2021 EBITDA. Assumptions in both the agreement we recognized previously suspendedincome and market approaches were significant to the overall valuation of Napster losses, and consequently, we did not record a receivable relatedchanges to this loan. these assumptions could have materially impacted the fair values of assets acquired and liabilities assumed, noncontrolling interests, total consideration, and gain on consolidation.
The parties have agreedfair value of the contingent consideration was estimated using multiple scenarios for each tranche of contingent consideration and then probability weighting each scenario and discounting them to extendestimated fair value of $11.6 million at the termtime of these loans.acquisition. This fair value calculation was directly impacted by the estimated total enterprise value described above. See Note 5. Fair Value Measurements for additional discussion.
DuringThe effective settlement of Napster's debt and warrants totaling $6.4 million represented the second quarterestimated fair value of 2017,debt and warrants held between RealNetworks and Napster defaulted on its loans to senior lenders due to a breachas of a financial covenant, thus causing a cross default on Napster's loan to us. In June 2017, Napster obtained forbearance agreementsthe acquisition date. The estimated fair value was derived from the senior lenders, pursuantestimated total enterprise value described above. The resulting net gain of $5.5 million was included in other income (expenses), net in the consolidated statement of operations in 2019.
The preexisting $2.8 million guarantee related to which (in general terms) the lenders agreed not to exercise remedies against Napster relating to defaults existing at June 30, 2017, which was subsequently extended through November 2017. In October 2017, Napster entered into a financing agreement with a new third party lender, pursuant to which Napster would factor certain receivables in return for cash advances. Napster applied the initial cash proceeds from this arrangement to pay in full and terminate all outstanding term loans with its then-existing third party lenders and a portion of amounts outstanding under a revolving credit facility. In November 2017, Napster entered into an amendment to its revolving credit facility, which updated all effective covenants and relieved all existing defaults, thereby relieving the cross default on Napster's loan to us and its loan to Columbus Nova.
In conjunction with Napster's amendment to its revolving credit facility, both RealNetworks and Columbus Nova entered into an arrangement to guarantee up to $2.75 million each of Napster's outstanding indebtedness on their revolving credit facility was eliminated upon the credit facility. Asconsolidation of Napster. This resulted in RealNetworks recording a resultgain of this guaranty, we have recognized previously suspended Napster losses up to$2.8 million at the full $2.75 million guarantytime of acquisition, which was included in other income (expenses), net in the Equityconsolidated statement of operations in net loss of Napster investment line item in our consolidated statements of operations. As of the date of this filing,2019. RealNetworks has not been required to pay any amountsportion of this commitment, and Napster fully repaid this loan balance on April 30, 2019, thus releasing RealNetworks' previous guaranty.
Prior to our acquisition of Napster, we accounted for our investment under the guaranty,equity method of accounting and recorded Napster 's foreign currency translation adjustments in our equity. As part of the acquisition method of accounting, we released these amounts and recorded a gain of $1.3 million at the time of acquisition, which is included in other income (expenses), net in the consolidated statement of operations in 2019.
We recorded the fair value of noncontrolling interests on the acquisition date, estimated at $0.6 million, using the estimated total enterprise value described above.
We also recorded goodwill of $45.5 million, representing the intangible assets that do not qualify for separate recognition for accounting purposes, including the expected growth in Napster's business to business model and the amount is reflected onassembled workforce. The goodwill was reported in the Napster segment and was not deductible for income tax purposes.
For the year ended December 31, 2019, Napster's revenue and net loss including noncontrolling interests in our consolidated balance sheetsstatements of operations is included as Commitmentdiscontinued operations, as discussed below.
For the year ended December 31, 2019, we incurred approximately $1.5 million in acquisition-related costs, including regulatory, legal, and other advisory fees, which we recorded within general and administrative expenses on the consolidated statements of operations.
Napster Disposition
RealNetworks, Inc. entered into a Support Agreement dated August 25, 2020 by and among its 84%-owned subsidiary, Napster, and MelodyVR Group PLC, referred to as MelodyVR, an English public limited company. The Support Agreement was executed in connection with an Agreement and Plan of Merger, or Merger Agreement, by and among Napster, MelodyVR, and a wholly owned subsidiary of MelodyVR. The transaction was completed on December 30, 2020. Pursuant to the Merger Agreement, on the closing date, MelodyVR's subsidiary merged with and into Napster, with Napster surviving as a wholly owned subsidiary of MelodyVR. Other than as Securityholder Representative, RealNetworks was not a party to the Merger Agreement.
MelodyVR paid consideration of approximately $26 million to certain holders of debt and equity of Napster, comprised of $12 million in cash, shares of MelodyVR, and a $3 million 18-month indemnity escrow. The shares of MelodyVR that RealNetworks received may not be sold or transferred, except in limited circumstances, for a period of approximately one year from the close of the transaction. Certain proceeds from the transaction were used to fully repay the advance to Napster on the revolving line of credit, as discussed in Note 9. Debt, pay Napster's transaction expenses, and pay amounts to certain of Napster's common stockholders. Additionally, a portion of the proceeds paid to RealNetworks is subject to contingent consideration obligations associated with its January 2019 acquisition from a third party of a 42% stake in Napster and a $5.0 million loan that the third party had made to Napster. See Note 5. Fair Value Measurements for additional discussion.
SummarizedEffective on the execution of the Agreement and Plan of Merger on August 25, 2020, Napster was treated as discontinued operations and held-for-sale for accounting and disclosure purposes and subsequently sold in December 2020. As such, Napster’s operating results and financial information for Napster, which represents 100% of their financial information, is as follows (in thousands):condition were recast to conform to this presentation.
|
| | | | | | | | | | | | |
| | | Year ended December 31,
2017 | | Year ended December 31,
2016 | | Year ended December 31,
2015 |
| Net revenue | | $ | 172,391 |
| | $ | 208,085 |
| | $ | 201,987 |
|
| Gross profit | | 27,173 |
| | 38,407 |
| | 32,761 |
|
| Net loss | | (13,087 | ) | | (14,913 | ) | | (35,479 | ) |
| | | | | | | | |
| | December 31, 2019 |
| Cash and cash equivalents | | $ | 8,333 | |
| Trade accounts receivable, net of allowance | | 16,740 | |
| Other current assets | | 3,303 | |
| Total current assets of discontinued operations | | 28,376 | |
| Net equipment, software, and leasehold improvements | | 401 | |
| Other intangible assets | | 19,286 | |
| Goodwill | | 45,520 | |
| Other non-current assets | | 2,604 | |
| Total assets of discontinued operations | | $ | 96,187 | |
| Accrued royalties, fulfillment and other current liabilities | | $ | 65,310 | |
| Notes payable | | 7,331 | |
| Total current liabilities of discontinued operations | | 72,641 | |
| Other non-current liabilities | | 1,843 | |
| Total liabilities of discontinued operations | | $ | 74,484 | |
The following table summarizes the net loss from discontinued operations for the years ended December 31, 2020 and 2019:
| | | | | | | | | | | |
| 2020 | | 2019 |
| Revenue | $ | 96,185 | | | $ | 106,311 | |
| Cost of revenue | 73,318 | | | 85,901 | |
| Gross profit | 22,867 | | | 20,410 | |
| Operating expenses | 24,734 | | | 25,789 | |
| Operating loss | (1,867) | | | (5,379) | |
| Other income (expenses) | 2,175 | | | (285) | |
| Income (loss) from discontinued operations before income taxes | 308 | | | (5,664) | |
| Income tax expense | 514 | | | 366 | |
| Net loss from discontinued operations | (206) | | | (6,030) | |
| Noncontrolling interests in net income (loss) from discontinued operations | (184) | | | (1,094) | |
| Net loss from discontinued operations attributable to RealNetworks | $ | (22) | | | $ | (4,936) | |
We recorded a gain on the sale of Napster in the amount of $1.9 million, which was recorded to Net loss from discontinued operations on the Consolidated Statements of Operations and included in Other income (expense) in the above table.
The following table summarizes the gain recognized for the year ended December 31, 2020 from the sale of Napster:
| | | | | | | | |
Net proceeds received(1) | | $ | 22,849 | |
| Net assets disposed | | (20,935) | |
| Gain on sale of Napster | | $ | 1,914 | |
| | |
| (1) Proceeds received are net of transaction costs, funds to minority shareholders and fair value adjustments to MelodyVR stock. |
The final gain on the sale of Napster could be reduced primarily by claims against the $3.0 million indemnity escrow which is included in Other assets on the consolidated balance sheets. We are not aware of any claims against the escrow at December 31, 2020.
|
| | | | | | | | |
| | | As of December 31, 2017 | | As of December 31, 2016 |
| Current assets | | $ | 43,028 |
| | $ | 55,831 |
|
| Non-current assets | | 16,874 |
| | 18,273 |
|
| Current liabilities | | 119,826 |
| | 104,906 |
|
| Non-current liabilities | | 1,231 |
| | 20,238 |
|
46
|
| | | | |
| Note 5. | Fair Value Measurements |
Items Measured at Fair Value on a Recurring Basis
The following tables present information about our financial assets that have been measured at fair value on a recurring basis as of December 31, 20172020 and 2016,2019, and indicates the fair value hierarchy of the valuation inputs utilized to determine fair value (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements as of | | Amortized Cost as of |
| | December 31, 2020 | | December 31, 2020 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | |
| | | | | | | | | |
| Cash and cash equivalents | $ | 23,940 | | | $ | 0 | | | $ | 0 | | | $ | 23,940 | | | $ | 23,940 | |
| Investments | 0 | | | 0 | | | 9,965 | | | 9,965 | | | N/A |
| Restricted cash equivalents | 1,630 | | | 0 | | | 0 | | | 1,630 | | | 1,630 | |
| Total assets | $ | 25,570 | | | $ | 0 | | | $ | 9,965 | | | $ | 35,535 | | | N/A |
| Accrued and other current liabilities: | | | | | | | | | |
| Napster acquisition contingent consideration | $ | 0 | | | $ | 0 | | | $ | 4,800 | | | $ | 4,800 | | | N/A |
| Other long-term liabilities | | | | | | | | | |
| Simple Agreements for Future Equity | 0 | | | 0 | | | 2,106 | | | 2,106 | | | N/A |
| Total liabilities | $ | 0 | | | $ | 0 | | | $ | 6,906 | | | $ | 6,906 | | | N/A |
|
| | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements as of | | Amortized Cost as of |
| | December 31, 2017 | | December 31, 2017 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | |
| Cash and cash equivalents: | | | | | | | | | |
| Cash | $ | 31,065 |
| | $ | — |
| | $ | — |
| | $ | 31,065 |
| | $ | 31,065 |
|
| Money market funds | 20,131 |
| | — |
| | — |
| | 20,131 |
| | 20,131 |
|
| Total cash and cash equivalents | 51,196 |
| | — |
| | — |
| | 51,196 |
| | 51,196 |
|
| Short-term investments: | | | | | | |
| | |
| Corporate notes and bonds | — |
| | 8,779 |
| | — |
| | 8,779 |
| | 8,779 |
|
| Total short-term investments | — |
| | 8,779 |
| | — |
| | 8,779 |
| | 8,779 |
|
| Restricted cash equivalents and investments | — |
| | 2,400 |
| | — |
| | 2,400 |
| | 2,400 |
|
| Warrants issued by Napster (included in Other assets) | — |
| | — |
| | 989 |
| | 989 |
| | — |
|
| Total | $ | 51,196 |
| | $ | 11,179 |
| | $ | 989 |
| | $ | 63,364 |
| | $ | 62,375 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements as of | | Amortized Cost as of |
| | December 31, 2016 | | December 31, 2016 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | |
| Cash and cash equivalents: | | | | | | | | | |
| Cash | $ | 32,585 |
| | $ | — |
| | $ | — |
| | $ | 32,585 |
| | $ | 32,585 |
|
| Money market funds | 136 |
| | — |
| | — |
| | 136 |
| | 136 |
|
| Corporate notes and bonds | — |
| | 1,000 |
| | — |
| | 1,000 |
| | 1,000 |
|
| Total cash and cash equivalents | 32,721 |
| | 1,000 |
| | — |
| | 33,721 |
| | 33,721 |
|
| Short-term investments: | | | | | | | | | |
| Corporate notes and bonds | — |
| | 43,331 |
| | — |
| | 43,331 |
| | 43,343 |
|
| Total short-term investments | — |
| | 43,331 |
| | — |
| | 43,331 |
| | 43,343 |
|
| Restricted cash equivalents and investments | — |
| | 2,700 |
| | — |
| | 2,700 |
| | 2,700 |
|
| Warrant issued by Napster (included in Other assets) | — |
| | — |
| | 773 |
| | 773 |
| | $ | — |
|
| Total | $ | 32,721 |
| | $ | 47,031 |
| | $ | 773 |
| | $ | 80,525 |
| | $ | 79,764 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements as of | | Amortized Cost as of |
| | December 31, 2019 | | December 31, 2019 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | |
| Cash and cash equivalents | $ | 8,472 | | | $ | 0 | | | $ | 0 | | | $ | 8,472 | | | $ | 8,472 | |
| Restricted cash equivalents | 3,500 | | | 1,380 | | | 0 | | | 4,880 | | | 4,880 | |
| Total assets | $ | 11,972 | | | $ | 1,380 | | | $ | 0 | | | $ | 13,352 | | | $ | 13,352 | |
| Accrued and other current liabilities: | | | | | | | | | |
| Napster acquisition contingent consideration | $ | 0 | | | $ | 0 | | | $ | 2,800 | | | $ | 2,800 | | | N/A |
| Other long-term liabilities | | | | | | | | | |
| Napster acquisition contingent consideration | 0 | | | 0 | | | 9,800 | | | 9,800 | | | N/A |
| Total liabilities | $ | 0 | | | $ | 0 | | | $ | 12,600 | | | $ | 12,600 | | | N/A |
Restricted cash equivalents and investments as of December 31, 20172020 and 20162019 relate to cash pledged as collateral against letters of credit in connection with lease agreements.
Realized gainsagreements and, losses on sales of short-term investment securities for 2017, 2016, and 2015 were not significant. Gross unrealized gains and gross unrealized losses on short-term investment securities as of December 31, 20172020 and 2016 were not significant.2019, our Loan Agreement requires us to maintain a minimum balance of $1.5 million and $3.5 million,respectively, unrestricted cash at the bank. See Note 9. Debt for additional details.
Investments with remaining contractual maturities of five years or less are classified as short-term because the investments are marketable and highly liquid, and we have the ability to utilize them for current operations. Contractual maturities of short-term investments as of December 31, 20172020 are comprised of MelodyVR ordinary shares received as follows (in thousands):
|
| | | |
| | Estimated Fair Value |
| Within one year | $ | 8,419 |
|
| Between one year and five years | 360 |
|
|
| | | |
| Total short-term investments | $ | 8,779 |
|
In February 2015,a portion of the consideration from the Napster issued warrants to purchase Napster common shares to both RealNetworks and Columbus Nova.disposition. The warrants were issued as compensation for past services provided by RealNetworks and Columbus Nova, and both warrants coveredfair value of these equity securities was calculated using the same number of underlying shares, with a 10 year contractual term. The exerciseclosing price of the warrants was equal to the fair valueshares as of the underlying shares on the issuance date, and we used the Black-Scholes option-pricing model to calculate the fair value of the warrant, using an expected term of 5 years and expected volatility of 55%. On the date of issuance, we recognized and recorded the $1.2 million fair value of the warrant issued to RealNetworks within Other assets in the consolidated balance sheets, and as an expense reduction within General and administrative expense in the consolidated statements of operations. The warrants are free-standing derivatives and as such their fair value is determined each quarter using updated inputs in the Black-Scholes option-pricing model. At December 31, 2017,2020 and discounted for a lack of liquidity due to the management change and strategic shift undertaken by Napster, we determined that a changerestriction of selling or transferring the shares. Pursuant to the expected term was necessary. Astransaction documents executed in connection with the Napster disposition, RealNetworks is restricted from selling or transferring the MelodyVR shares, except in limited circumstances, for a result, we extendedperiod of approximately one year from the expected term by 3.25 years, resultingclose of the transaction. The determination of the discount required the use of significant unobservable inputs, such as the lock-up period combined with an estimated equity volatility for the shares, that reflect our own estimates of assumptions that market participants would use. A 10% increase or decrease to the equity volatility rate could result in a total expected term for the warrant of 8.25 years. During the twelve months ended December 31, 2017 the$0.2 million decrease or $0.1 million increase, respectively, in the fair value of the warrantsstock. For the year ended December 31, 2020, we recognized unrealized gains of $0.7 million in Gain on equity and other investments, net on the consolidated statement of operations.
Accrued and other current liabilities as of December 31, 2020 and 2019 and other long-term liabilities as of December 31, 2019 include the estimated fair value of the contingent consideration for the Napster acquisition, which was approximately $0.1 million.determined using a fair value measurement categorized within Level 3 of the fair value hierarchy. As discussed in Note 4. Acquisitions and Dispositions, this liability is adjusted quarterly to fair value through earnings. The terms of the 2019 transaction whereby RealNetworks acquired a controlling interest in Napster included initial cash consideration of $1.0 million and additional contingent consideration. Initial cash consideration of $0.2 million was paid at closing. With regards to contingent
In February 2017, Napster issued
consideration, over the five years following the acquisition, RealNetworks committed to pay the lesser of the following: (a) an additional warrants$14.0 million to purchase Napster common sharesseller, or (b) if RealNetworks were to both RealNetworks and Columbus Nova. Consistent withsell the warrants issued in 2015,interest to a third party for less than $15.0 million, the 2017 warrants were issued as compensation for past services providedactual amount received by RealNetworks, and Columbus Nova, and both warrants coveredminus the same number of underlying shares, with a 10 year contractual term. The exercise price$1.0 million initial consideration. These contingent consideration amounts were part of the warrants exceededtotal consideration at estimated fair value.
During the year ended December 31, 2020, we recorded a change in fair value of the contingent consideration of $8.6 million as a decrease to the total liability on the consolidated balance sheet and as a reduction in operating expense on the consolidated statement of operations. During the fiscal year ended December 31, 2019, we recorded a change in fair value of the contingent consideration of $1.0 million as an increase to the total liability on the consolidated balance sheet and as an increase in operating expense on the consolidated statement of operations. Other than the adjustments to the estimated fair value, there were no changes in the balance of the contingent consideration during fiscal years 2020 and 2019.
The valuation methodology of contingent consideration at December 31, 2020 was based on RealNetworks' contractual obligation to pay the seller of the interests purchased by RealNetworks in the January 2019 Napster transaction discussed in Note 4. Acquisitions and Dispositions. For purposes of determining fair value of contingent consideration at December 31, 2020, this obligation was deemed to have a fair value of $4.8 million based on the terms of the Napster sale transaction. This amount represents the amount received for sale of the interest acquired in the Napster purchase transaction of $5.0 million less the $0.2 million paid at closing in January 2019. At December 31, 2019, the fair value of the underlyingcontingent consideration was estimated using multiple scenarios for each tranche of contingent consideration and then probability weighting each scenario and discounting them to an estimated fair value.
In the third quarter of 2020, Scener, our 82%-owned subsidiary, received $2.1 million in cash in return for issuing rights to investors for certain shares of Scener's capital stock contingent upon the occurrence of specific future capital raising events by Scener. The rights were each issued as a Simple Agreement for Future Equity ("SAFE Notes"). The future contingent events also contemplate the possibility of Scener having to pay back the original cash investment to each investor. The SAFE Notes are recorded as a liability on the issuance date,our consolidated financial statements within Other long-term liabilities and we used the Black-Scholes option-pricingare required to be recorded at fair value each quarter. The valuation analysis model to calculatefor the fair value of the warrant, using an expected termSAFE Notes as of 5 years and expected volatilityDecember 31, 2020 used significant unobservable inputs that reflect our own estimates of 55%, resultingassumptions that market participants would use. There has been no change in a recognizedthe estimated fair value of $0.5 million in Other assetssince the issuance in the consolidated balance sheets, andthird quarter of 2020. Significant unobservable inputs to the valuation analysis model include the underlying conversion date for the SAFE Notes, Scener's capitalization prior to conversion of the SAFE Notes, an 80% discount rate as an expense reduction within General and administrative expensedefined in the consolidated statements of operations. At December 31, 2017, due to the management changeSAFE Note agreements, conversion price, conversion shares and strategic shift undertaken by Napster, we determined that a change to the expected term was necessary. As a result, we extended the expected term by 1 year, resulting in a total expected term for the warrant of 6 years. During the twelve months ended December 31, 2017 the decrease in fairan annual present value rate. All of the warrants was approximately $0.2 million.inputs are subject to significant judgment. See Note 19. Related Party Transactions for additional discussion of Scener.
Items Measured at Fair Value on a Non-recurring Basis
Certain of our assets and liabilities are measured at estimated fair value on a non-recurring basis, using Level 3 inputs. These instruments are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). We did not record any impairments on those assets required to be measured at fair value on a non-recurring basis in 2017, 20162020 or 2015.2019.
See Note 11.Lease Exit and Related Charges, for a discussion of the losses related to reductions in the use of RealNetworks' office space, which were recorded at the estimated fair value of remaining lease obligations, less expected sub-lease income.
|
| | | | |
| Note 6. | Allowance for Doubtful Accounts Receivable and Sales Returns |
Activity in the allowance for doubtful accounts receivable (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Balance, beginning of year | | $ | 484 | | | $ | 475 | | | |
| Addition to allowance | | 117 | | | 24 | | | |
| Amounts written off | | (30) | | | 0 | | | |
| Effects of foreign currency translation | | 27 | | | (15) | | | |
| Balance, end of year | | $ | 598 | | | $ | 484 | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Balance, beginning of year | | $ | 633 |
| | $ | 765 |
| | $ | 1,288 |
|
| Addition (reduction) to allowance | | (14 | ) | | 36 |
| | (355 | ) |
| Amounts written off | | — |
| | (152 | ) | | (77 | ) |
| Effects of foreign currency translation | | 106 |
| | (16 | ) | | (91 | ) |
| Balance, end of year | | $ | 725 |
| | $ | 633 |
| | $ | 765 |
|
Activity in the allowance for sales returns (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Balance, beginning of year | | $ | 32 | | | $ | 85 | | | |
| Addition (reduction) to allowance | | (1) | | | (32) | | | |
| Amounts written off | | 0 | | | (21) | | | |
| | | | | | |
| Balance, end of year | | $ | 31 | | | $ | 32 | | | |
| Total, Allowance for Doubtful Accounts Receivable and Sales Returns | | $ | 629 | | | $ | 516 | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Balance, beginning of year | | $ | 169 |
| | $ | 158 |
| | $ | 354 |
|
| Addition (reduction) to allowance | | 55 |
| | 15 |
| | (186 | ) |
| Amounts written off | | (11 | ) | | (3 | ) | | (9 | ) |
| Effects of foreign currency translation | | (1 | ) | | (1 | ) | | (1 | ) |
|
| | | | | | | | | | | | |
| Balance, end of year | | $ | 212 |
| | $ | 169 |
| | $ | 158 |
|
| Total, Allowance for Doubtful Accounts Receivable and Sales Returns | | $ | 937 |
| | $ | 802 |
| | $ | 923 |
|
One customer accounted for 20%NaN customers individually comprised more than 10% of trade accounts receivable at December 31, 2017. Three2020, with the customers accounting for 19% and 10% each. NaN customers individually comprised more than 10% of our trade accounts receivable as ofat December 31, 2016,2019, with the customers individually accounting for 26% and 11% each.
NaN customers accounted for 25%, 16% and 12%.
One customer accounted for 10% or $8.0$17.3 million, of consolidated revenue during the year ended December 31, 2017,2020, in ourthe Mobile Services segment.
OneNaN customer accounted for 11%13%, or $9.1$8.8 million, of consolidated revenue during the year ended December 31, 2016, which is reflected2019, in our Mobile Services segment.
No customer accounted for ten percent or more of our consolidated revenue during the year ended December 31, 2015.
|
| | | | |
| Note 7. | Other Intangible Assets |
Other intangible assets (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | As of December 31, |
| | | | 2017 | | 2016 |
| | | | Gross Amount | | Accumulated Amortization | | Net | | Gross Amount | | Accumulated Amortization | | Net |
| Amortizing intangible assets: | | | | | | | | | | | | |
| | Customer relationships | | $ | 32,286 |
| | $ | 31,997 |
| | $ | 289 |
| | $ | 29,308 |
| | $ | 28,781 |
| | $ | 527 |
|
| | Developed technology | | 25,177 |
| | 25,177 |
| | — |
| | 23,574 |
| | 23,263 |
| | 311 |
|
| | Patents, trademarks and tradenames | | 3,932 |
| | 3,896 |
| | 36 |
| | 3,530 |
| | 3,430 |
| | 100 |
|
| | Service contracts | | 5,576 |
| | 5,576 |
| | — |
| | 5,205 |
| | 5,205 |
| | — |
|
| | Total | | $ | 66,971 |
| | $ | 66,646 |
| | $ | 325 |
| | $ | 61,617 |
| | $ | 60,679 |
| | $ | 938 |
|
An asset purchase relating to our Games business was completed in the second quarter of 2016, and resulted in an intangible asset of $0.2 million.
In the third quarter of 2016 we recognized a gain of $2.0 million, net of transaction costs, to Gain (loss) on investments, net, as the result of a sale of a domain name with no book value to a third party.
Amortization expense related to other intangible assets during the years ended December 31, 2017, 2016, and 2015 was $0.7 million, $1.0 million, and $2.3 million, respectively.
Estimated future amortization of other intangible assets (in thousands):
No impairments of other intangible assets were recognized in 2017, 2016 or 2015.
Changes in goodwill (in thousands):
|
| | | | | | | | |
| | December 31, |
| | 2017 | | 2016 |
| Balance, beginning of year | | | | |
| Goodwill | | $ | 323,510 |
| | $ | 323,733 |
|
| | | | | | | | December 31, |
| | | 2020 | | 2019 |
| Balance, beginning of year | | Balance, beginning of year | | | | |
| Goodwill | | Goodwill | | $ | 327,561 | | | $ | 327,608 | |
| Accumulated impairment losses | | (310,653 | ) | | (310,653 | ) | Accumulated impairment losses | | (310,653) | | | (310,653) | |
| | | 16,908 | | | 16,955 | |
| | | 12,857 |
| | 13,080 |
| | | | |
| | | | | | |
| Effects of foreign currency translation | | 203 |
| | (223 | ) | Effects of foreign currency translation | | 467 | | | (47) | |
| | | 203 |
| | (223 | ) | | 467 | | | (47) | |
| Balance, end of year | | | | | Balance, end of year | | | | |
| Goodwill | | 323,713 |
| | 323,510 |
| Goodwill | | 328,028 | | | 327,561 | |
| Accumulated impairment losses | | (310,653 | ) | | (310,653 | ) | Accumulated impairment losses | | (310,653) | | | (310,653) | |
| | | $ | 13,060 |
| | $ | 12,857 |
| | $ | 17,375 | | | $ | 16,908 | |
Goodwill by segment (in thousands):
| | | | | | | | | | | | | | |
| | | December 31, |
| | | 2020 | | 2019 |
| Consumer Media | | $ | 580 | | | $ | 580 | |
| Mobile Services | | 2,188 | | | 2,074 | |
| Games | | 14,607 | | | 14,254 | |
| Total goodwill | | $ | 17,375 | | | $ | 16,908 | |
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| Consumer Media | | $ | 580 |
| | $ | 580 |
|
| Mobile Services | | 2,182 |
| | 1,979 |
|
| Games | | 10,298 |
| | 10,298 |
|
| Total goodwill | | $ | 13,060 |
| | $ | 12,857 |
|
No impairments of goodwill were recorded in 2017, 2016,2020 or 2015.2019.
See Note 4. Acquisitions and Dispositions, for details on our acquisitions and disposals and the impact to goodwill.
|
| | | | |
Note 9.8. | Accrued and Other Current Liabilities |
Accrued and other current liabilities (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
| Royalties and other fulfillment costs | $ | 1,149 | | | $ | 1,535 | |
| Employee compensation, commissions and benefits | 4,512 | | | 4,655 | |
| Sales, VAT and other taxes payable | 1,231 | | | 801 | |
| Operating lease liabilities - current | 3,373 | | | 3,643 | |
| Napster acquisition contingent consideration | 4,800 | | | 2,800 | |
| Other | 2,785 | | | 4,061 | |
| Total accrued and other current liabilities | $ | 17,850 | | | $ | 17,495 | |
|
| | | | | | | |
| | December 31, 2017 | | December 31, 2016 |
| Royalties and other fulfillment costs | $ | 2,965 |
| | $ | 2,629 |
|
| Employee compensation, commissions and benefits | 4,384 |
| | 5,136 |
|
| Sales, VAT and other taxes payable | 1,782 |
| | 2,215 |
|
| Other | 3,234 |
| | 4,402 |
|
| Total accrued and other current liabilities | $ | 12,365 |
| | $ | 14,382 |
|
|
| | | | |
Note 10.9. | Restructuring ChargesDebt |
The Coronavirus Aid, Relief and Economic Security (CARES) Act, signed into law in March 2020, established the Paycheck Protection Program (PPP) to provide a direct incentive for small businesses to keep workers on their payroll. Through the PPP, participating banks write loans to eligible businesses and loan amounts are forgiven to the extent that employee retention criteria are met and proceeds are used to cover eligible costs over a 24-week measurement period following loan funding. In April 2020, following an assessment of eligibility and approval of its Board of Directors, RealNetworks issued a promissory note to a participating bank in the principal amount of $2.9 million pursuant to the PPP. The note has a maturity of 2 years, an interest rate of 1.0%, no pre-payment penalty, a ten-month deferment period starting after the 24-week measurement period, and is eligible for forgiveness pursuant to PPP guidelines. In April 2020, the Secretary of the Treasury and Small Business Administration (SBA) announced that the government will review all PPP loans of more than $2.0 million before there is forgiveness. We applied for forgiveness in January 2021. No assurance can be given that we will be granted forgiveness for the PPP loan. The PPP loan will be derecognized upon confirmation of forgiveness from the SBA and/or upon repayment of the loan in accordance with its terms.
In August 2019, RealNetworks and Napster entered into a Loan and Security Agreement (Loan Agreement) with a third-party financial institution. Under the terms of the August 2019 Loan Agreement, the bank extended a revolving line of credit (Revolver) not to exceed $10.0 million in the aggregate. Available advances on the Revolver, which are used for working capital and general corporate purposes, are based on a borrowing base that comprises accounts receivable and direct to consumer deposits. Borrowings under the Loan Agreement are secured by a first priority security interest in the assets of RealNetworks and Napster. Advances bear interest at a rate equal to one-half of one percentage point (0.5%) above the greater of the prime rate or 5.5%, with monthly payments of interest only and principal due at the end of the two-year term. The Loan Agreement contains customary covenants, including financial covenants, minimum EBITDA levels to be updated annually, and maintaining a minimum balance of $3.5 million unrestricted cash at the bank. We are in the process of negotiating the customary covenants for 2021, and we do not expect the resulting revisions to have a material effect on the Loan Agreement.
In December 2020, at the time of closing the sale of Napster, as further described in Note 4. Acquisitions and Dispositions, borrowings of $3.9 million on the Revolver were repaid in full and certain terms were amended, including the removal of Napster as a party to the lending agreement and maintaining a minimum balance of $1.5 million unrestricted cash at the bank, a reduction from the prior requirement of a minimum balance of $3.5 million of unrestricted cash.
In February 2021, we entered into an amendment with the bank on our Revolver, whereby the borrowing base for the Revolver is comprised of accounts receivable and direct to consumer deposits for RealNetworks only. Borrowings may not exceed $6.5 million and are reduced by a $1.0 million standby letter of credit entered into with the bank in connection with certain lease agreements. Advances bear interest at a rate equal to one-half of one percentage point (0.5%) above the greater of the prime rate or 3.25%. The Revolver matures August 1, 2022.
We paid and capitalized $0.6 million of financing fees to enter into the Revolver in August 2019, and the financing fees are being amortized over the term of the credit agreement. The unamortized fees were $0.2 million at December 31, 2020 and are included in Deferred costs, current on our consolidated balance sheets.
| | | | | |
| Note 10. | Restructuring and Other Charges |
Restructuring and other charges in 2017, 20162020 and 20152019 consist of costs associated with the ongoing reorganization of our business operations and our ongoing expense re-alignment efforts. The expense amounts in all three years primarily relate toefforts, which include severance costs due to workforce reductions. Asset related and other costs in 2020 primarily related to the impairment of an operating lease asset. Asset related and other costs in 2019 primarily related to the termination of certain contracts as we continued to shift focus onto free-to-play games that offer in-game purchases of virtual goods and away from the premium mobile games that require a one-time purchase.
Restructuring charges are as follows (in thousands):
|
| | | |
| | Employee Separation Costs |
| Costs incurred and charged to expense for the year ended December 31, 2017 | $ | 2,526 |
|
| Costs incurred and charged to expense for the year ended December 31, 2016 | $ | 1,489 |
|
| Costs incurred and charged to expense for the year ended December 31, 2015 | $ | 5,279 |
|
| | | | | | | | | | | | | | | | | | | | |
| | |
| Employee Separation Costs | | Asset Related and Other Costs | | Total | | | |
| Costs incurred and charged to expense for the year ended December 31, 2020 | $ | 1,288 | | | $ | 1,241 | | | $ | 2,529 | | | | |
| Costs incurred and charged to expense for the year ended December 31, 2019 | $ | 1,226 | | | $ | 728 | | | $ | 1,954 | | | | |
| | | | | | | | |
Changes to the accrued restructuring liability (which is included in Accrued and other current liabilities) for 2017, 20162020 and 2015,2019 (in thousands):
| | | | | | | | | | | | | | | | | | | |
| | |
| Employee Separation Costs | | Asset Related and Other Costs | | Total | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Accrued liability as of December 31, 2018 | $ | 755 | | | $ | 0 | | | $ | 755 | | | |
| Costs incurred and charged to expense for the year ended December 31, 2019, excluding noncash charges | 1,226 | | | 174 | | | 1,400 | | | |
| Cash payments | (1,871) | | | 0 | | | (1,871) | | | |
| Accrued liability as of December 31, 2019 | 110 | | | 174 | | | 284 | | | |
| Costs incurred and charged to expense for the year ended December 31, 2020 | 1,288 | | | 0 | | | 1,288 | | | |
| Cash payments | (1,052) | | | (174) | | | (1,226) | | | |
| Accrued liability as of December 31, 2020 | $ | 346 | | | $ | 0 | | | $ | 346 | | | |
|
| | | |
| | Employee Separation Costs |
| Accrued liability as of December 31, 2014 | $ | 449 |
|
|
| | | |
| Costs incurred and charged to expense for the year ended December 31, 2015 | 5,279 |
|
| Cash payments | (4,324 | ) |
| Accrued liability as of December 31, 2015 | 1,404 |
|
| Costs incurred and charged to expense for the year ended December 31, 2016 | 1,489 |
|
| Cash payments | (2,684 | ) |
| Accrued liability as of December 31, 2016 | 209 |
|
| Costs incurred and charged to expense for the period to date in 2017 | 2,526 |
|
| Cash payments | (2,491 | ) |
| Accrued liability as of December 31, 2017 | $ | 244 |
|
|
| |
Note 11. | Lease Exit and Related Charges |
As a result of the reduction in use of RealNetworks' office space, primarily in our corporate headquarters in Seattle, Washington, and certain other locations, losses have been recognized representing rent and contractual operating expenses over the remaining life of the leases, including contractual, or estimates of, sublease income expected to be received, and related write-downs of leasehold improvements to their estimated fair value.
In 2015, we recorded $2.5 million of losses primarily relating to an approximate 43% reduction of office space at our leased corporate headquarters in Seattle, Washington. In 2016, we recorded additional losses of $2.2 million primarily relating to reduction of our office space at our corporate headquarters, resulting in total reduction of 69% as of December 31, 2016.
We continue to regularly evaluate the market for office space. If the market for such space changes further in future periods, we may have to revise our estimates which may result in future adjustments to expense for excess office facilities.
Changes to the accrued loss on excess office facilities (in thousands):
|
| | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | 2016 | 2015 |
| Accrued loss, beginning of year | | $ | 3,186 |
| $ | 2,595 |
| $ | 234 |
|
| Additions and adjustments to the lease loss accrual, including sublease income estimate revision, and related asset write-downs | | — |
| 2,428 |
| 2,981 |
|
| Less amounts paid, net of sublease income | | (1,128 | ) | (1,837 | ) | (620 | ) |
| Accrued loss, end of year | | 2,058 |
| 3,186 |
| 2,595 |
|
| Less current portion (included in Accrued and other current liabilities) | | (341 | ) | (1,024 | ) | (822 | ) |
| Accrued loss, non-current portion (included in Other long term liabilities) | | $ | 1,717 |
| $ | 2,162 |
| $ | 1,773 |
|
|
| | | | |
Note 12.11. | Shareholders’ Equity |
Accumulated Other Comprehensive Loss
Changes in components of accumulated other comprehensive loss (in thousands):
| | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2020 | | 2019 | | |
| Foreign currency translation | | | | | | |
| Accumulated other comprehensive loss, beginning of period | $ | (61,323) | | | $ | (61,118) | | | |
| Translation adjustments | | 909 | | | (205) | | | |
| Napster disposition | | (227) | | | 0 | | | |
| Net current period other comprehensive income (loss) | | 682 | | | (205) | | | |
| Accumulated other comprehensive loss balance, end of period | | $ | (60,641) | | | $ | (61,323) | | | |
|
| | | | | | | | | | | | | |
| | | | Years Ended December 31, |
| | | | 2017 | | 2016 | | 2015 |
| Investments | | | | | | |
| | Accumulated other comprehensive income (loss), beginning of period | | $ | (6 | ) | | $ | 1,297 |
| | $ | 2,252 |
|
| | Unrealized gains (losses), net of tax effects of $4, $10, and $0 | | 8 |
| | 1,647 |
| | (562 | ) |
|
| | | | | | | | | | | | | |
| | Reclassification adjustments for losses (gains) included in other income (expense), net of tax effects of $0, $0, and $0 | | — |
| | (2,950 | ) | | (393 | ) |
| | Net current period other comprehensive (income) loss | | 8 |
| | (1,303 | ) | | (955 | ) |
| | Accumulated other comprehensive (income) loss balance, end of period | | $ | 2 |
| | $ | (6 | ) | | $ | 1,297 |
|
| Foreign currency translation | | | | | | |
| | Accumulated other comprehensive loss, beginning of period | | $ | (61,639 | ) | | $ | (60,777 | ) | | $ | (57,504 | ) |
| | Translation adjustments | | 2,090 |
| | (1,134 | ) | | (3,009 | ) |
| | Reclassification adjustments for losses (gains) included in other income (expense) | | — |
| | 272 |
| | (264 | ) |
| | Net current period other comprehensive income | | 2,090 |
| | (862 | ) | | (3,273 | ) |
| | Accumulated other comprehensive loss balance, end of period | | $ | (59,549 | ) | | $ | (61,639 | ) | | $ | (60,777 | ) |
| Total accumulated other comprehensive loss, end of period | | $ | (59,547 | ) | | $ | (61,645 | ) | | $ | (59,480 | ) |
Preferred Stock. Each share of Series A preferred stock entitles the holder to one thousand1 votes and dividends equal to one thousand1000 times the aggregate per share amount of dividends declared on the common stock. There are no shares of Series A preferred stock outstanding.
In February 2020, Mr. Glaser, Chairman of the Board and Chief Executive Officer of RealNetworks, invested approximately $10.0 million in RealNetworks in exchange for the issuance to him of 8,064,516 shares of Series B preferred stock. The Series B preferred stock is non-voting and is convertible into common stock on a one-to-one basis subject to the limitation described in Note 19. Related Party Transactions. The Series B preferred stock has no liquidation preference and no preferred dividends.
Undesignated preferred stock will have rights and preferences that are determinable by the Board of Directors if and when determination of a new series of preferred stock has been established.
|
| | | | |
Note 13.12. | Employee Stock and Benefit Plans |
Equity Compensation Plans. Under our equity incentive plans, we may grant various types of equity awards to employees and Directors. We have granted time-vest and performance-vest stock options and time-vest and performance-vest restricted stock. Generally, options vest based on continuous employment, over a four-year period. The options generally expire seven years from the date of grant and are exercisable at the market value of the common stock at the grant date. Time-vest restricted stock awards generally vest based on continuous employment over a two or four-yearfour-year period. Performance-based awards vest if the specified performance targets are met and the grantee remains employed over the required period. The performance targets for these awards are generally based on the achievement of company-specific financial results. For these performance-based awards, expense is recognized when it is probable the performance goal will be achieved. We have also issued market-based performance stock options to certain employees. These awards vest if the market condition is met and the grantee remains employed over the requisite service period.
We issue new shares of common stock upon exercise of stock options and the vesting of restricted stock. As of December 31, 20172020, there were 5.93.7 million shares of common stock authorized for future equity awards. Each restricted stock unit granted reduces and each restricted stock unit forfeited or canceled increases the shares available for future grant by a factor of 1.6 shares. Each stock option granted reduces and each stock option forfeited or canceled increases the shares available for future grant by a factor of one share. We also have an employee stock purchase plan, under which 0.3 million shares of common stock are authorized for future issuance as of December 31, 2017.
Stock-based compensation expense recognized in our consolidated statements of operations includes amounts related to stock options and restricted stock, and employee stock purchase plans and was as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2020 | | 2019 | | |
| Total stock-based compensation expense | | $ | 1,420 | | | $ | 2,881 | | | |
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Total stock-based compensation expense | | $ | 3,675 |
| | $ | 5,424 |
| | $ | 4,698 |
|
The total stock-based compensation amounts disclosed above are recorded in the respective line items within operating expenses in the consolidated statementstatements of operations. Included in the expense for both 2017 and 20162019 was stock compensation expense recorded for 2016 and 2015, respectively,2018 incentive bonuses paid in fully vested restricted stock units, which were authorized and granted in 2017 and 2016.the first quarter of 2019. No stock-based compensation was capitalized as part of the cost of an asset as of December 31, 2017, 2016,2020 or 2015.2019. As of December 31, 2017,2020, we had $4.0$2.8 million of total unrecognized compensation cost,
net of estimated forfeitures, related to stock awards. The unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately twothree years.
As discussed in Note 1.Description of Business and Summary of Significant Accounting Policies,, the valuation models for stock option awards require various highly judgmental assumptions. The assumption for the expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, including the contractual terms, vesting schedules, and expectations of future employee behavior. Expected stock price volatility is based on historical volatility of our common stock for the related expected term. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to the expected term of the stock options. The dividend yield is estimated at zero because we do not currently anticipate paying dividends in the foreseeable future.
The fair value of options granted excluding the options related to the 2016 Exchange described below, used the following weighted average assumptions:
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Expected dividend yield | | 0 | % | | 0 | % | | |
| Risk-free interest rate | | 0.37 | % | | 2.12 | % | | |
| Expected term (years) | | 4.8 | | 4.0 | | |
| Volatility | | 45 | % | | 41 | % | | |
|
| | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Expected dividend yield | | — | % | | — | % | | — | % |
| Risk-free interest rate | | 1.99 | % | | 1.59 | % | | 1.47 | % |
| Expected term (years) | | 5.3 |
| | 5.1 |
| | 4.8 |
|
| Volatility | | 36 | % | | 35 | % | | 38 | % |
Restricted stock unit and award activity was as follows (shares are in thousands):
| | | | | | | | | | | |
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | Total Grant Date Fair Value of Vested Awards (000's) |
| | | |
| | | |
| | | |
| | | |
| Nonvested shares, December 31, 2018 | 698 | | $ | 2.63 | | |
| Granted | 701 | | 2.54 | | |
| Vested | (499) | | 3.10 | | $ | 1,547 | |
| Forfeited/Canceled | (55) | | 3.33 | | |
| Nonvested shares, December 31, 2019 | 845 | | $ | 2.24 | | |
| Granted | 1,446 | | 1.49 | | |
| Vested | (218) | | 1.89 | | $ | 412 | |
| Forfeited/Canceled | (270) | | 2.38 | | |
| Nonvested shares, December 31, 2020 | 1,803 | | $ | 1.65 | | |
|
| | | | | | | | |
| | Shares | Weighted Average Grant Date Fair Value Per Share | Total Grant Date Fair Value of Vested Awards (000's) |
| Nonvested shares, December 31, 2014 | 400 |
| $ | 7.47 |
| |
| Granted | 296 |
| 5.44 |
| |
| Vested | (109 | ) | 7.01 |
| $ | 763 |
|
| Forfeited/Canceled | (263 | ) | 7.27 |
| |
| Nonvested shares, December 31, 2015 | 324 |
| $ | 5.94 |
| |
| Granted | 832 |
| 3.75 |
| |
| Vested | (802 | ) | 3.83 |
| $ | 3,069 |
|
| Forfeited/Canceled | (22 | ) | 5.61 |
| |
| Nonvested shares, December 31, 2016 | 332 |
| $ | 5.59 |
| |
| Granted | 230 |
| 4.66 |
| |
| Vested | (347 | ) | 5.64 |
| $ | 1,957 |
|
| Forfeited/Canceled | (23 | ) | 4.38 |
| |
| Nonvested shares, December 31, 2017 | 192 |
| $ | 4.53 |
| |
At December 31, 20172020, the aggregate intrinsic value of restricted stock awards was $0.7$2.8 million and the weighted average remaining contractual term was approximately 1 year.two years.
Stock option activity (shares are in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | Options Outstanding | | Weighted Average Grant Date Fair Value |
Number of Shares | | Weighted Average Exercise Price | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Outstanding, December 31, 2018 | | | 7,328 | | | $ | 4.56 | | | |
| Options granted at common stock price | | | 988 | | | 2.33 | | | $ | 0.81 | |
| Options exercised | | | 0 | | | 0 | | | |
| Options cancelled | | | (845) | | | 4.67 | | | |
| Outstanding, December 31, 2019 | | | 7,471 | | | $ | 4.25 | | | |
| Options granted at common stock price | | | 2,382 | | | 1.26 | | | $ | 0.47 | |
| Options exercised | | | 0 | | | 0 | | | |
| Options cancelled | | | (3,354) | | | 4.59 | | | |
| Outstanding, December 31, 2020 | | | 6,499 | | | $ | 2.97 | | | |
| Exercisable, December 31, 2020 | | | 3,304 | | | $ | 4.06 | | | |
| Vested and expected to vest, December 31, 2020 | | | 5,262 | | | $ | 3.21 | | | |
|
| | | | | | | | | | | | |
| | | | Options Outstanding | | Weighted Average Grant Date Fair Value |
Number of Shares | | Weighted Average Exercise Price | |
| Outstanding, December 31, 2014 | | | 6,724 |
| | $ | 8.19 |
| | |
| Options granted at common stock price | | | 907 |
| | 5.31 |
| | $ | 1.70 |
|
| Options exercised | | | (14 | ) | | 1.92 |
| | |
| Options cancelled | | | (2,100 | ) | | 8.59 |
| | |
| Outstanding, December 31, 2015 | | | 5,517 |
| | $ | 7.58 |
| | |
| Options granted at common stock price | | | 1,230 |
| | 4.50 |
| | $ | 1.51 |
|
|
| | | | | | | | | | | | |
| Options cancelled as part of stock option exchange | | | (1,961 | ) | | 8.11 |
| | |
| Options granted as part of stock option exchange | | | 1,961 |
| | 4.73 |
| | $ | 0.74 |
|
| Options exercised | | | (90 | ) | | 3.69 |
| | |
| Options cancelled | | | (796 | ) | | 8.81 |
| | |
| Outstanding, December 31, 2016 | | | 5,861 |
| | $ | 5.73 |
| | |
| Options granted at common stock price | | | 993 |
| | 4.29 |
| | $ | 1.51 |
|
| Options exercised | | | (21 | ) | | 3.51 |
| | |
| Options cancelled | | | (757 | ) | | 6.00 |
| | |
| Outstanding, December 31, 2017 | | | 6,076 |
| | $ | 5.47 |
| | |
| Exercisable, December 31, 2017 | | | 3,709 |
| | $ | 6.04 |
| | |
| Vested and expected to vest, December 31, 2017 | | | 5,997 |
| | $ | 5.49 |
| | |
In 2016 and 2015 we granted 400,000 and 200,000 market-based stock options, which are included in the stock option tables above.
As of December 31, 2017,2020, the weighted average remaining contractual life of the options was as follows: outstanding options 4.94.7 years; exercisable options 4.13.6 years; and vested and expected to vest options 4.94.5 years. As of December 31, 2017, there was no2020, the aggregate intrinsic valuevalues for our outstanding, exercisable, orand vested and expected to vest options.options were $0.7 million, insignificant, and $0.5 million, respectively.
The aggregate intrinsic value of stock options exercised in 2017, 20162020 was 0, and 2015for 2019 was insignificant.
Employee Stock Purchase Plan. Our Employee Stock Purchase Plan (ESPP) allows an eligible employee to purchase shares of our common stock at a price equal to 85 percent of the fair market value of the common stock at the end of the semi-annual offering periods, subject to certain limitations. Under the ESPP, 49,700, 53,600 and 94,400 shares were purchased during the years ended December 31, 2017, 2016 and 2015, respectively.
Retirement Savings Plan. We have a salary deferral plan (401(k) Plan) that covers substantially all employees. Eligible employees may contribute a portion of their eligible compensation to the plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. We match a percentage of employee contributions up to certain limits. During the years ended December 31, 2017, 2016,2020 and 2015,2019, we matched 50% of the first three percent of participating employees’ contributions,contributed $0.3 million and contributed $0.3$0.3 million,, $0.3 million, and $0.6 million, respectively, in matching contributions. We can terminate the matching contributions at our discretion. We have no other post-employment or post-retirement benefit plans.
Stock Option Exchange. In September 2016, our shareholders approved amendments to our stock plans to allow for an option exchange program. The program, which launched on November 3, 2016, offered eligible employees and certain other service providers an opportunity to exchange certain outstanding options, with a per share exercise price in excess of $4.33 (the "Eligible Options"), for new awards. The Company granted these new options on December 6, 2016, with an exercise price of $4.73, the fair market price of the Company's common stock as quoted on the Nasdaq Global Select Market at the close of business on that day. Members of the Company's Board of Directors, including our CEO, were not eligible for this program. In connection with the program, options to purchase 2.0 million shares of the Company's common stock were exchanged, representing 58% of total shares of common stock underlying the Eligible Options. As a result of the exchange, an additional $1.5 million, gross of estimated forfeitures, will be recognized over approximately 2 years, or the remaining average vesting period.
Components of income (loss) from continuing operations before income taxes (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | 2020 | | 2019 | | |
| United States operations | | $ | (8,241) | | | $ | (11,483) | | | |
| Foreign operations | | 3,182 | | | (3,043) | | | |
| Income (loss) before income taxes | | $ | (5,059) | | | $ | (14,526) | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| United States operations | | $ | (15,731 | ) | | $ | (34,100 | ) | | $ | (76,450 | ) |
| Foreign operations | | (4,461 | ) | | (2,897 | ) | | (8,302 | ) |
| Income (loss) before income taxes | | $ | (20,192 | ) | | $ | (36,997 | ) | | $ | (84,752 | ) |
Components of income tax expense (benefit) (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Current: | | | | | | |
| United States federal | | $ | 202 | | | $ | 214 | | | |
| State and local | | 20 | | | 39 | | | |
| Foreign | | 530 | | | 451 | | | |
| Total current | | 752 | | | 704 | | | |
| Deferred: | | | | | | |
| United States federal | | (495) | | | (54) | | | |
| | | | | | |
| Foreign | | (202) | | | 52 | | | |
| Total deferred | | (697) | | | (2) | | | |
| Total income tax expense (benefit) | | $ | 55 | | | $ | 702 | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Current: | | | | | | |
| United States federal | | $ | 683 |
| | $ | 712 |
| | $ | 176 |
|
| State and local | | 42 |
| | 59 |
| | (44 | ) |
| Foreign | | 368 |
| | (125 | ) | | 136 |
|
| Total current | | 1,093 |
| | 646 |
| | 268 |
|
| Deferred: | | | | | | |
| United States federal | | (3,643 | ) | | 3 |
| | (1,636 | ) |
| State and local | | 2 |
| | 1 |
| | 1 |
|
| Foreign | | (230 | ) | | 126 |
| | 77 |
|
| Total deferred | | (3,871 | ) | | 130 |
| | (1,558 | ) |
| Total income tax expense (benefit) | | $ | (2,778 | ) | | $ | 776 |
| | $ | (1,290 | ) |
Income tax expense differs from “expected” income tax expense (computed by applying the U.S. federal income tax rate of 35%)21% in 2020 and 2019) from continuing operations before income taxes due to the following (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| United States federal tax expense (benefit) at statutory rate | | $ | (1,062) | | | $ | (3,050) | | | |
| State taxes, net of United States federal tax expense (benefit) | | (807) | | | 629 | | | |
| Change in valuation allowance | | 2,545 | | | 2,528 | | | |
| Non-deductible stock compensation | | 1,406 | | | 253 | | | |
| Impact of non-U.S. jurisdictional tax rate difference | | (169) | | | (116) | | | |
| | | | | | |
| | | | | | |
| Research and development tax credit | | (183) | | | (67) | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Non-U.S. withholding tax | | 229 | | | 170 | | | |
| Change in indefinite reinvestment assertion | | (8) | | | (72) | | | |
| Contingent consideration | | (1,806) | | | 210 | | | |
| Other | | (90) | | | 217 | | | |
| Total income tax expense (benefit) | | $ | 55 | | | $ | 702 | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| United States federal tax expense (benefit) at statutory rate | | $ | (7,067 | ) | | $ | (12,949 | ) | | $ | (29,662 | ) |
| State taxes, net of United States federal tax expense (benefit) | | (273 | ) | | (533 | ) | | (1,240 | ) |
| Change in valuation allowance | | 1,133 |
| | 13,148 |
| | 27,821 |
|
| Non-deductible stock compensation | | 587 |
| | 144 |
| | 218 |
|
| Impact of non-U.S. jurisdictional tax rate difference | | 603 |
| | 335 |
| | 916 |
|
| Research and development tax credit | | — |
| | (338 | ) | | (243 | ) |
| Increase (reversal) of unrecognized tax benefits | | — |
| | 135 |
| | (1,269 | ) |
| Basis difference in investment | | 1,397 |
|
| 538 |
|
| 1,584 |
|
| Non-U.S. withholding tax | | 435 |
| | 452 |
| | 141 |
|
| Other | | 407 |
| | (156 | ) | | 444 |
|
| Total income tax expense (benefit) | | $ | (2,778 | ) | | $ | 776 |
| | $ | (1,290 | ) |
Net deferred tax assets, which are recorded at December 31, 20172020 and December 31, 2019 using a 21% tax rate, in the U.S. following the passage of the Tax Act, are comprised of the following (in thousands):
| | | | | | | | | | | | | | |
| | | December 31, |
| | | 2020 | | 2019 |
| Deferred tax assets: | | | | |
| United States federal net operating loss carryforwards | | $ | 67,451 | | | $ | 85,270 | |
| Deferred expenses | | 314 | | | 3,226 | |
| Research and development tax credit carryforwards | | 13,350 | | | 19,694 | |
| Right of use asset | | 2,103 | | | 2,696 | |
| | | | |
| | | | |
| | | | |
| Stock-based compensation | | 1,498 | | | 2,697 | |
| State net operating loss carryforwards | | 8,516 | | | 13,880 | |
| Foreign net operating loss carryforwards | | 27,589 | | | 34,079 | |
| Deferred revenue | | 27 | | | 900 | |
| Equipment, software, and leasehold improvements | | 1,841 | | | 2,922 | |
| Intangibles | | 7,392 | | | 6,216 | |
| | | | |
| Other | | 1,370 | | | 455 | |
| Gross deferred tax assets | | 131,451 | | | 172,035 | |
| Less valuation allowance | | (128,314) | | | (160,783) | |
| Gross deferred tax assets, net of valuation allowance | | $ | 3,137 | | | $ | 11,252 | |
| Deferred tax liabilities: | | | | |
| Other intangible assets | | $ | (158) | | | $ | (4,667) | |
| Lease liability | | (1,579) | | | (2,333) | |
| Undistributed foreign earnings | | (937) | | | (909) | |
| Other | | (683) | | | (838) | |
| Net unrealized gains and basis differences on investments | | 0 | | | (2,916) | |
| Gross deferred tax liabilities | | (3,357) | | | (11,663) | |
| Net deferred tax liabilities | | (220) | | | (411) | |
| Less: net deferred tax liabilities - discontinued operations | | 0 | | | (96) | |
| Net deferred tax liabilities - continuing operations | | $ | (220) | | | $ | (315) | |
|
| | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 |
| Deferred tax assets: | | | | |
| United States federal net operating loss carryforwards | | $ | 59,457 |
| | $ | 93,985 |
|
| Deferred expenses | | 926 |
| | 1,136 |
|
| Research and development tax credit carryforwards | | 24,499 |
| | 24,702 |
|
| Alternative minimum tax credit carryforward | | — |
| | 3,561 |
|
| Net unrealized loss on investments | | 62 |
| | 97 |
|
| Accrued loss on excess office facilities | | 489 |
| | 1,178 |
|
| Stock-based compensation | | 2,738 |
| | 4,112 |
|
| State net operating loss carryforwards | | 13,746 |
| | 11,354 |
|
| Foreign net operating loss carryforwards | | 32,759 |
| | 29,863 |
|
| Deferred revenue | | 108 |
| | 156 |
|
| Equipment, software, and leasehold improvements | | 3,119 |
| | 4,636 |
|
| Intangibles | | 2 |
| | 7 |
|
| Net unrealized gains and basis differences on investments |
| 1,188 |
|
| 1,874 |
|
|
| | | | | | | | |
| Other | | 183 |
| | 1,624 |
|
| Gross deferred tax assets | | 139,276 |
| | 178,285 |
|
| Less valuation allowance | | 137,117 |
| | 176,274 |
|
| Gross deferred tax assets, net of valuation allowance | | $ | 2,159 |
| | $ | 2,011 |
|
| Deferred tax liabilities: | | | | |
| Other intangible assets | | $ | (62 | ) | | $ | (50 | ) |
| Other | | (814 | ) | | (794 | ) |
| Prepaid expenses | | (254 | ) | | (438 | ) |
| Gross deferred tax liabilities | | (1,130 | ) | | (1,282 | ) |
| Net deferred tax assets (liabilities) | | $ | 1,029 |
| | $ | 729 |
|
Income tax receivables were $3.6 million and insignificant atAs of December 31, 2017 and 2016, respectively.
In 2017,2020, we continued to recordmaintained a valuation allowance on theof $128.3 million for our deferred tax assets that we believe are not more likely than not to be realized. The net change in valuation allowance was a $39.2$32.5 million decrease and a $2.4$23.5 million increase during the years ended December 31, 20172020 and 2016,2019, respectively.
We maintain a valuation allowance of $137.1 million for our deferred tax assets due to uncertainty regarding their realization as of December 31, 2017. The net decrease in the valuation allowance since December 31, 20162019 of $39.2$32.5 million was primarily the result of a decrease in current year deferred tax assets, which was primarily related to the reduction in corporate tax rate as a resultdisposition of the Tax Act,Napster for which the Company maintainsmaintained a valuation allowance.
RealNetworks' U.S. federal net operating loss carryforwards totaled $283.1$321.2 million and $268.5$406.0 million at December 31, 20172020 and 2016,2019, respectively. The increasedecrease is mainly due to net operating loss carryforwards from the disposition of Napster, offset by the current year U.S. taxable loss. The remaining net operating loss carryforwards as of December 31, 20172020 are from prior U.S. taxable losses and from acquired subsidiaries that are limited under Internal Revenue Code Section 382. These net operating loss carryforwards expire between 2024 and 2037.
In 2017, we evaluated the currentIncome tax receivables were $0.1 million and future impacts of the Tax Act. The primary impact in 2017 was the elimination of the AMT credit carryforward. We have concluded on a preliminary basis, as allowed under the SEC's SAB 118, that we will not owe U.S. taxes on previously untaxed accumulated and current E&P of certain foreign subsidiaries or on global intangible low-taxed income earned by controlled foreign corporations. This preliminary conclusion is based on our history of negative E&P generated by our foreign subsidiaries.
RealNetworks' AMT credit carryforward remained$1.8 million at$3.6 million from December 31, 2016 to December 31, 2017. The Tax Act repealed the corporate AMT for tax years beginning January 1, 2018,2020 and provides that existing AMT credit carryovers are refundable beginning in 2018. The Company's $3.6 million of AMT credit carryovers are expected to be fully refunded by 2022. A $3.6 million benefit has been recognized in the 2017 income tax provision as a result of this change in the U.S. tax law.2019.
RealNetworks' U.S. federal research and development tax credit carryforward totaled $24.5$13.4 million and $24.7$19.7 million at December 31, 20172020 and 2016, respectively.2019. The research and development credit carryforwards expire between 20202021 and 2036.2040.
As of December 31, 20172018, the Company no longer intends to indefinitely reinvest substantially all of the Company's foreign earnings outside of the U.S. We have a recorded deferred tax liability of $0.9 million as of December 31, 2020 and 2016, we2019 for local country and foreign withholding taxes associated with the repatriation of such foreign earnings.
As of December 31, 2020 and 2019, RealNetworks had $0.4$0.7 million and $0.5$5.0 million of unrecognizedin uncertain tax benefits,positions, respectively. The decrease in uncertain tax positions is primarily the result of the Napster disposition, for which unrecognized tax benefits is duepositions were removed relating to federal research and development tax credit carryforward risks. As of December 31, 2017, there are norisks, as well as transfer pricing risks in certain foreign jurisdictions. The remaining unrecognized tax benefits remaining that would affect our effectiveare due to federal research and
development tax rate if recognized, as the offset would increase the valuation allowance.credit carryforward risks. We do not anticipate that the total amount of unrecognized tax benefits will significantly change within the next twelve months.
We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2017, and 20162020, we have no accrued interest or penalties related to uncertain tax positions.
Reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits (in thousands):
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Balance, beginning of year | | $ | 493 |
| | $ | 320 |
| | $ | 3,541 |
|
| Increases related to prior year tax positions | | — |
| | 38 |
| | — |
|
| Decreases related to prior year tax positions | | (135 | ) | | — |
| | (33 | ) |
| Settlements with taxing authorities | | — |
| | — |
| | (3,285 | ) |
| Increases related to current year tax positions | | — |
| | 135 |
| | 97 |
|
| Balance, end of year | | $ | 358 |
| | $ | 493 |
| | $ | 320 |
|
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Balance, beginning of year | | $ | 5,020 | | | $ | 374 | | | |
| Increases related to prior year tax positions | | 77 | | | 4,125 | | | |
| Decreases related to prior year tax positions | | (4,564) | | | (85) | | | |
| | | | | | |
| Increases related to current year tax positions | | 122 | | | 606 | | | |
| | | | | | |
| Balance, end of year | | $ | 655 | | | $ | 5,020 | | | |
|
| | | | |
Note 15.14. | Earnings (Loss)Loss Per Share |
Basic and diluted net income (loss) per share (EPS) is computed by dividing net income (loss) attributable to RealNetworks by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) attributable to RealNetworks by the weighted average number of common and dilutive potential common shares outstanding during the period. Basic and diluted EPS (in thousands, except per share data)amounts):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| Net loss from continuing operations attributable to RealNetworks | | $ | (4,830) | | | $ | (15,065) | | | |
| Net loss from discontinued operations attributable to RealNetworks | | (22) | | | (4,936) | | | |
| Net loss attributable to RealNetworks | | $ | (4,852) | | | $ | (20,001) | | | |
| | | | | | |
| Weighted average common shares outstanding used to compute basic EPS | | 38,272 | | | 37,994 | | | |
| Dilutive effect of stock based awards and Series B Preferred Stock | | 0 | | | 0 | | | |
| Weighted average common shares outstanding used to compute diluted EPS | | 38,272 | | | 37,994 | | | |
| | | | | | |
| Net loss per share attributable to RealNetworks - Basic: | | | | | | |
| Continuing operations | | $ | (0.13) | | | $ | (0.40) | | | |
| Discontinued operations | | 0 | | | (0.13) | | | |
| Total net loss per share - Basic | | $ | (0.13) | | | $ | (0.53) | | | |
| Net loss per share attributable to RealNetworks - Diluted: | | | | | | |
| Continuing operations | | $ | (0.13) | | | $ | (0.40) | | | |
| Discontinued operations | | 0 | | | (0.13) | | | |
| Total net loss per share - Diluted | | $ | (0.13) | | | $ | (0.53) | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net income (loss) from continuing operations | | $ | (17,414 | ) | | $ | (37,773 | ) | | $ | (83,462 | ) |
| Weighted average common shares outstanding used to compute basic EPS | | 37,163 |
| | 36,781 |
| | 36,165 |
|
| Dilutive effect of stock based awards | | — |
| | — |
| | — |
|
| Weighted average common shares outstanding used to compute diluted EPS | | 37,163 |
| | 36,781 |
| | 36,165 |
|
| Basic EPS from continuing operations | | $ | (0.47 | ) | | $ | (1.02 | ) | | $ | (2.31 | ) |
| Diluted EPS from continuing operations | | $ | (0.47 | ) | | $ | (1.02 | ) | | $ | (2.31 | ) |
Approximately 5.3 million, 4.86.8 million and 5.77.7 million shares of potentially issuable shares from stock awards were excluded from the calculation of diluted EPS for the years ended December 31, 2017, 2016,2020 and 2015,2019, respectively, because of their antidilutive effect.
During 2020, 8,064,516 shares of Series B preferred stock were issued. The Series B Preferred Stock is convertible into common stock on a one-to-one basis subject to the limitation described in Note 19. Related Party Transactions. During the year ended December 31, 2020, these shares were also excluded from the calculation of diluted EPS because of their antidilutive effect.
|
| | | | |
Note 16.15. | Discontinued OperationsLeases |
We have commitments for future payments related to office facilities leases. We determine if an arrangement is a lease at inception. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available in determining the present value of future payments. Operating lease assets also exclude lease incentives and initial direct costs incurred. Some of our leases include options to extend or terminate the lease. Our leases generally include one or more options to renew; however, the exercise of lease renewal options is at our sole discretion. For nearly all of our operating leases, upon adoption of the new guidance, we have not assumed any options to extend will be exercised as part of our calculation of the lease liability.
On December 31, 2017, our contractWe have operating leases for office space and data centers with our low-margin musicremaining lease terms of 1 year to 5 years.
In 2020, we recorded $1.1 million of lease impairment charges for an office space previously vacated. This charge was recognized in restructuring and other charges on demand customer LOEN expired. The activity for this contract represented our only revenue source relating to music on demand services, andthe consolidated statements of operations.
In 2020, we did not renew the sole contract for this service,entered into an amendment that extended an office lease, resulting in the abandonmenta right-of-use asset obtained in exchange for lease obligations of the$0.9 million.
Details related business. As the exit of the music on demand business represents a strategic shift,to lease expense and the amountssupplemental cash flow were financially significant to our consolidated results, at December 31, 2017 we determined this business should be reported as a discontinued operation.
The following table summarizes the results of operations, which were recorded in our Mobile Services segment, relating to the discontinued operationfollows (in thousands):
| | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2019 | | | | |
| Operating lease expense | $ | 4,118 | | | $ | 4,360 | | | | | |
| Variable lease expense | 711 | | | 758 | | | | | |
| Sublease income | (1,330) | | | (1,363) | | | | | |
| Net lease expense | $ | 3,499 | | | $ | 3,755 | | | | | |
| | | | | | | |
| Operating cash outflows for lease liabilities | $ | 4,356 | | | $ | 4,403 | | | | | |
|
| | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 |
| Net revenue | | $ | 46,034 |
| | $ | 38,989 |
| | $ | 32,848 |
|
| Cost of revenue | | 44,612 |
| | 37,420 |
| | 30,777 |
|
| Gross profit | | 1,422 |
| | 1,569 |
| | 2,071 |
|
| Income taxes | | 313 |
| | 346 |
| | 456 |
|
| Income from discontinued operations, net of tax | | $ | 1,109 |
| | $ | 1,223 |
| | $ | 1,615 |
|
Details related to lease term and discount rate were as follows:
The following table summarizes the carrying amounts | | | | | | | | | | | | | |
| December 31,
2020 | | December 31,
2019 | | |
| Weighted-average remaining lease term (in years) | 3 years | | 4 years | | |
| Weighted-average discount rate | 4.95 | % | | 4.66 | % | | |
Future minimum lease payments as of major classes of assets and liabilities of the discontinued operationDecember 31, 2020 are as follows (in thousands):
| | | | | | | | | | | | |
| | Office Leases | | | | |
| 2021 | | $ | 3,599 | | | | | |
| 2022 | | 2,899 | | | | | |
| 2023 | | 2,600 | | | | | |
| 2024 | | 1,867 | | | | | |
| 2025 | | 195 | | | | | |
| | | | | | |
Total minimum payments (a) | | 11,160 | | | | | |
| Less: Imputed interest | | 950 | | | | | |
Present value of total minimum payments (b) | | $ | 10,210 | | | | | |
|
| | | | | | | | |
| | | December 31,
2017 | | December 31,
2016 |
| Trade accounts receivable, net | | $ | 17,456 |
| | $ | 14,206 |
|
| Total current assets of discontinued operations | | 17,456 |
| | 14,206 |
|
| | | | | |
| Accounts payable | | $ | 15,836 |
| | $ | 13,498 |
|
| Accrued and other current liabilities | | 1,271 |
| | 1,043 |
|
| Total current liabilities of discontinued operations | | $ | 17,107 |
| | $ | 14,541 |
|
The cash flows related to the discontinued operation(a) Total minimum payments exclude executory costs, inclusive of insurance, maintenance, and taxes, of $5.1 million; minimum payments also have not been segregated, and arereduced by sublease rentals of $2.7 million due in the future under subleases.
(b) $6.8 million is included in Long-term lease liabilities and $3.4 million is included in Accrued and other current liabilities on the Consolidated Statements of Cash Flows. For all periods presented, depreciation and amortization, capital expenditures and significant operating non-cash items from the discontinued operation were not material.consolidated balance sheets.
|
| | | | |
Note 17.16. | Commitments and Contingencies |
Commitments.We have commitments for future payments related to office facilities leases. We lease office facilities under various operating leases expiring through 2024. Future minimum payments as of December 31, 2017 are as follows (in thousands):
|
| | | | |
| | | Office Leases |
| 2018 | | $ | 5,373 |
|
| 2019 | | 5,067 |
|
| 2020 | | 4,564 |
|
| 2021 | | 4,379 |
|
| 2022 | | 4,054 |
|
| Thereafter | | 6,501 |
|
| Total minimum payments (a) | | $ | 29,938 |
|
(a) Minimum payments have not been reduced by minimum sublease rentals of $10.7 million duein the past and could become in the future under noncancelable subleases.
Of the total office lease future minimum payments, $2.1 million is recorded in accrued lease exit and related charges at December 31, 2017.
Rent expense during the years ended December 31, 2017, 2016, and 2015, was $3.0 million, $4.2 million, and $5.8 million, respectively.
In late 2017 we entered into an arrangement whereby we may be required to guarantee up to $2.75 million of Napster's outstanding indebtedness on their revolving credit facility. As of the date of this filing, we have not been required to pay any portion of this commitment. For additional details, refer to Note 4. Napster Joint Venture.
We could in the future become subject to legal proceedings, governmental investigations, and claims in the ordinary course of business, including employment claims, contract-related claims, and claims of alleged infringement of third-party patents, trademarks, and other intellectual property rights. Such claims, even if not meritorious, could force us to expend significant financial and managerial resources. In addition, given the broad distribution of some of our consumer products, any individual claim related to those products could give rise to liabilities that may be material to us. In the event of a determination adverse to us, we may incur substantial monetary liability, and/or be required to change our business practices. Either of these could have a material adverse effect on our consolidated financial statements.
On April 6, 2020, RealNetworks Asia Pacific Co., Ltd. received notice of a civil lawsuit filed by Korean Music Copyright Association (KOMCA) seeking damages of $2.6 million. Also named as a defendant in the lawsuit is Kakao M Corp (formerly known as LOEN Entertainment Corp.), one of the largest media publishing companies in Korea, which operates the Melon music platform. The claim is for a late payment penalty under a music licensing contract, pursuant to which, from 2004 to 2017, RealNetworks licensed music for its services to LOEN for its Melon platform. The current lawsuit relates solely to the late payment of music licensing fees under the contract; the underlying music licensing fees were paid by Kakao M to KOMCA in a separate settlement prior to KOMCA’s filing of this lawsuit. While we believe we have meritorious defenses to this lawsuit and intend to vigorously defend RealNetworks, litigation is inherently uncertain and we cannot predict the outcome of this matter. We have not recorded an accrual related to this matter as of December 31, 2020 as it is early in the litigation and any potential liability cannot be reasonably estimated.
In the ordinary course of business, RealNetworks is subject to potential obligations for standard warranty and indemnification provisions that are contained within many of our customer license and service agreements. Our warranty provisions are consistent with those prevalent in our industry, and we do not have a history of incurring losses on warranties; therefore, we do not maintain accruals for warranty-related obligations. With regard to indemnification provisions, nearly all of our carrier contracts obligate us to indemnify our carrier customers for certain liabilities that may be incurred by them. We have received in the past, and may receive in the future, claims for indemnification from some of our carrier customers.
In relation to certain patents and other technology assets we sold to Intel in the second quarter of 2012, we have specific obligations to indemnify Intel for breaches of the representations and warranties that we made and covenants that we agreed to in the asset purchase agreement for certain potential future intellectual property infringement claims brought by third parties against Intel. The amount of any potential liabilities related to our indemnification obligations to Intel will not be determined until a claim has been made, but we are obligated to indemnify Intel up to the amount of the gross purchase price that we received in the sale.
|
| | | | |
Note 19.18. | Segment Information |
We manage our business and report revenue and operating income (loss) in three3 segments: (1) Consumer Media, which includes licensing of our codec technology and our PC-based RealPlayer products, including RealPlayer Plus and related products; (2) Mobile Services, which includes our SaaS services, and our integrated RealTimes® platform which is sold to mobile carriers;carriers and our computer vision platform, SAFR (Secure Accurate Facial Recognition); and (3) Games, which includes all our games-related businesses, including sales of in-game virtual goods, mobile games sales of
and games licenses, online games subscription services, and in-game advertising and advertising on games sitessites.
RealNetworks allocates to its Consumer Media, Mobile Services and social network sites, and microtransactions from online and social games.
We allocate to ourGames reportable segments certain corporate expenses which are directly attributable to supporting thethese businesses, including but not limited to a portion of finance, legal, human resources and headquarters facilities. Remaining expenses, which are not directly attributable to supporting the business,these businesses, are reported as corporate items. Also reportedThese corporate items may also include changes in our corporate segment arethe fair value of the contingent consideration liability, restructuring lease exitcharges and related charges, as well as stock compensation charges.
RealNetworks reports the three3 reportable segments based on factors such as how we manage our operations and how our Chief Operating Decision Maker (CODM) reviews results. The CODM reviews financial information presented on both a consolidated basis and on a business segment basis. The accounting policies used to derive segment results are the same as those described in Note 1.Description of Business and Summary of Significant Accounting Policies.Policies.
Segment results for the years ended December 31, 2017, 20162020 and 20152019 were as follows (in thousands):
Consumer Media
| | | | | 2017 | | 2016 | | 2015 | | 2020 | | 2019 | |
| Revenue | | $ | 22,569 |
| | $ | 25,051 |
| | $ | 28,613 |
| Revenue | | $ | 12,581 | | | $ | 13,170 | | |
| Cost of revenue | | 4,460 |
| | 7,074 |
| | 13,257 |
| Cost of revenue | | 2,273 | | | 3,031 | | |
| Gross profit | | 18,109 |
| | 17,977 |
| | 15,356 |
| Gross profit | | 10,308 | | | 10,139 | | |
| Operating expenses | | 14,530 |
| | 18,399 |
| | 26,526 |
| Operating expenses | | 8,889 | | | 11,186 | | |
| Operating income (loss) | | $ | 3,579 |
| | $ | (422 | ) | | $ | (11,170 | ) | Operating income (loss) | | $ | 1,419 | | | $ | (1,047) | | |
Mobile Services
| | | | | 2017 | | 2016 | | 2015 | | 2020 | | 2019 | |
| Revenue | | $ | 30,752 |
| | $ | 31,289 |
| | $ | 33,087 |
| Revenue | | $ | 26,889 | | | $ | 27,143 | | |
| Cost of revenue | | 10,021 |
| | 12,606 |
| | 17,057 |
| Cost of revenue | | 6,725 | | | 7,500 | | |
| Gross profit | | 20,731 |
| | 18,683 |
| | 16,030 |
| Gross profit | | 20,164 | | | 19,643 | | |
| Operating expenses | | 27,970 |
| | 34,439 |
| | 44,311 |
| Operating expenses | | 24,787 | | | 29,340 | | |
| Operating income (loss) | | $ | (7,239 | ) | | $ | (15,756 | ) | | $ | (28,281 | ) | Operating income (loss) | | $ | (4,623) | | | $ | (9,697) | | |
Games
| | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | |
| Revenue | | $ | 28,592 | | | $ | 25,489 | | | |
| Cost of revenue | | 7,451 | | | 6,975 | | | |
| Gross profit | | 21,141 | | | 18,514 | | | |
| Operating expenses | | 19,936 | | | 20,220 | | | |
| Operating income (loss) | | $ | 1,205 | | | $ | (1,706) | | | |
|
| | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 |
| Revenue | | $ | 25,397 |
| | $ | 25,139 |
| | $ | 30,748 |
|
| Cost of revenue | | 8,710 |
| | 7,919 |
| | 9,291 |
|
| Gross profit | | 16,687 |
| | 17,220 |
| | 21,457 |
|
| Operating expenses | | 20,401 |
| | 19,644 |
| | 29,086 |
|
| Operating income (loss) | | $ | (3,714 | ) | | $ | (2,424 | ) | | $ | (7,629 | ) |
Corporate
Corporate | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | |
| Cost of revenue | | $ | 16 | | | $ | (280) | | | |
| Operating expenses | | 3,009 | | | 14,894 | | | |
| Operating income (loss) | | $ | (3,025) | | | $ | (14,614) | | | |
|
| | | | | | | | | | | | |
| | | 2017 | | 2016 | | 2015 |
| Cost of revenue | | $ | (27 | ) | | $ | (51 | ) | | $ | (85 | ) |
| Operating expenses | | 13,284 |
| | 20,192 |
| | 24,263 |
|
| Operating income (loss) | | $ | (13,257 | ) | | $ | (20,141 | ) | | $ | (24,178 | ) |
Our customers consist primarily of consumers and corporations located in the U.S., Europe and various foreign countries (Rest of the World). Revenue by geographic region (in thousands):
| | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2020 | | 2019 | | |
| United States | | $ | 43,704 | | | $ | 39,724 | | | |
| Europe | | 9,375 | | | 10,632 | | | |
| Rest of the World | | 14,983 | | | 15,446 | | | |
| Total | | $ | 68,062 | | | $ | 65,802 | | | |
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| United States | | $ | 40,832 |
| | $ | 41,505 |
| | $ | 46,893 |
|
|
| | | | | | | | | | | | |
| Europe | | 12,973 |
| | 13,700 |
| | 15,166 |
|
| Rest of the World | | 24,913 |
| | 26,274 |
| | 30,389 |
|
| Total | | $ | 78,718 |
| | $ | 81,479 |
| | $ | 92,448 |
|
Long-lived assets (consists of equipment, software, leasehold improvements, other intangibleoperating lease assets, and goodwill) by geographic region (in thousands):
| | | | | December 31, | | | December 31, |
| | | 2017 | | 2016 | | | 2020 | | 2019 |
| United States | | $ | 12,236 |
| | $ | 13,052 |
| United States | | $ | 18,318 | | | $ | 20,515 | |
| Europe | | 3,437 |
| | 3,920 |
| Europe | | 7,638 | | | 7,221 | |
| Rest of the World | | 1,572 |
| | 2,077 |
| Rest of the World | | 1,227 | | | 1,790 | |
| Total long-lived assets | | $ | 17,245 |
| | $ | 19,049 |
| Total long-lived assets | | $ | 27,183 | | | $ | 29,526 | |
|
| | | | |
Note 20.19. | Related Party Transactions |
SeeThe sale of Napster closed on December 30, 2020. For additional details, see Note 4. Napster Joint VentureAcquisitions and Dispositions.
In February 2020, we entered into a Series B Preferred Stock Purchase Agreement with Mr. Glaser, pursuant to which Mr. Glaser invested approximately $10.0 million in RealNetworks in exchange for the issuance to him of 8,064,516 shares of Series B Preferred Stock. The Series B Preferred Stock is non-voting and is convertible into common stock on a one-to-one basis, provided, however, that no conversion is permitted in the event that such conversion would cause Mr. Glaser’s beneficial ownership of our common stock to exceed the 38.5% threshold set forth in our Second Amended and Restated Shareholder Rights Plan dated November 30, 2018. The Series B Preferred Stock has no liquidation preference and no preferred dividend.
In July 2020, Mr. Glaser invested $0.7 million into a RealNetworks subsidiary, Scener. Scener is developing a platform that transforms the experience of viewing video entertainment into a social, connected playground. The July 2020 funding was in addition to $0.8 million that Mr. Glaser had previously directly invested in 2019. In August 2020, this same subsidiary entered into agreements and received $1.4 million in funding from outside investors. The 2020 investments were in the form of SAFEs, as described in Note 5. Fair Value Measurements for details on transactions involving Napster.Measurements. As of December 31, 2020, RealNetworks owned approximately 82% of the subsidiary's outstanding equity, and we consolidate its financial results into our financial statements. The financial results of the subsidiary are reported in our Consumer Media segment.
|
| |
Note 21. | Quarterly Information (Unaudited) |
Report of Independent Registered Public Accounting FirmThe following table summarizes the unaudited statement of operations for each quarter of 2017 and 2016 (in thousands, except per share data):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | Dec. 31 (3) | | Sept. 30 (2) | | June 30 | | Mar. 31 |
| 2017 | | | | | | | | | | |
| Net revenue | | $ | 78,718 |
| | $ | 18,865 |
| | $ | 18,557 |
| | $ | 21,605 |
| | $ | 19,691 |
|
| Gross profit | | 55,554 |
| | 13,900 |
| | 13,214 |
| | 15,318 |
| | 13,122 |
|
| Operating (loss) income | | (20,631 | ) | | (4,757 | ) | | (4,459 | ) | | (3,166 | ) | | (8,249 | ) |
| Net income (loss) from continuing operations | | (17,414 | ) | | 447 |
| | (4,532 | ) | | (3,779 | ) | | (9,550 | ) |
| Net income (loss) from discontinued operations | | 1,109 |
| | 392 |
| | 198 |
| | 393 |
| | 126 |
|
| Net income (loss) | | (16,305 | ) | | 839 |
| | (4,334 | ) | | (3,386 | ) | | (9,424 | ) |
| Basic net income (loss) per share (1): | | | | | | | | | | |
| Continuing operations | | (0.47 | ) | | 0.01 |
| | (0.12 | ) | | (0.10 | ) | | (0.26 | ) |
| Discontinued operations | | 0.03 |
| | 0.01 |
| | — |
| | 0.01 |
| | 0.01 |
|
| Net income (loss) per share - basic | | (0.44 | ) | | 0.02 |
| | (0.12 | ) | | (0.09 | ) | | (0.25 | ) |
| Diluted net income (loss) per share (1): | | | | | | | | | | |
| Continuing operations | | (0.47 | ) | | 0.01 |
| | (0.12 | ) | | (0.10 | ) | | (0.26 | ) |
| Discontinued operations | | 0.03 |
| | 0.01 |
| | — |
| | 0.01 |
| | 0.01 |
|
| Net income (loss) per share - diluted | | (0.44 | ) | | 0.02 |
| | (0.12 | ) | | (0.09 | ) | | (0.25 | ) |
| 2016 | | | | | | | | | | |
| Net revenue | | $ | 81,479 |
| | $ | 20,395 |
| | $ | 21,189 |
| | $ | 20,073 |
| | $ | 19,822 |
|
| Gross profit | | 53,931 |
| | 13,804 |
| | 13,954 |
| | 13,422 |
| | 12,751 |
|
| Operating (loss) income | | (38,743 | ) | | (6,660 | ) | | (8,746 | ) | | (8,251 | ) | | (15,086 | ) |
| Net income (loss) from continuing operations | | (37,773 | ) | | (10,203 | ) | | (3,334 | ) | | (8,826 | ) | | (15,410 | ) |
| Net income (loss) from discontinued operations | | 1,223 |
| | 227 |
| | 278 |
| | 479 |
| | 239 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | (36,550 | ) | | (9,976 | ) | | (3,056 | ) | | (8,347 | ) | | (15,171 | ) |
| Basic net income (loss) per share (1): | | | | | | | | | | |
| Continuing operations | | (1.02 | ) | | (0.28 | ) | | (0.09 | ) | | (0.24 | ) | | (0.42 | ) |
| Discontinued operations | | 0.03 |
| | 0.01 |
| | 0.01 |
| | 0.01 |
| | — |
|
| Net income (loss) per share - basic | | (0.99 | ) | | (0.27 | ) | | (0.08 | ) | | (0.23 | ) | | (0.42 | ) |
| Diluted net income (loss) per share (1): | | | | | | | | | | |
| Continuing operations | | (1.02 | ) | | (0.28 | ) | | (0.09 | ) | | (0.24 | ) | | (0.42 | ) |
| Discontinued operations | | 0.03 |
| | 0.01 |
| | 0.01 |
| | 0.01 |
| | — |
|
| Net income (loss) per share - diluted | | (0.99 | ) | | (0.27 | ) | | (0.08 | ) | | (0.23 | ) | | (0.42 | ) |
| |
(1) | The sum of the quarterly net income per share amounts will not necessarily equal net income per share for the year due to the use of weighted average quarterly shares and the effects of rounding. |
| |
(2) | Included in third quarter 2016 net income was a $4.0 million pretax gain related to the 2015 sale of Slingo, described in Note 3. Acquisitions and Disposals, and a $2.0 million pretax gain related to the sale of an intangible asset, described in Note 7. Other Intangible Assets. |
| |
(3) | Included in fourth quarter 2017 net income was a $4.5 million pretax gain related to the 2015 sale of Slingo, described in Note 3. Acquisitions and Disposals. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the ShareholdersStockholders and Board of Directors
RealNetworks, Inc.:
Seattle, Washington
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheetssheet of RealNetworks, Inc. and subsidiaries (the Company)“Company”) as of December 31, 2017 and 2016,2020, the related consolidated statements of operations, and comprehensive income (loss),loss, shareholders’ equity, and cash flows for each of the years in the three‑year periodthen ended, December 31, 2017, and the related notes (collectively referred to as the consolidated“consolidated financial statements)statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofat December 31, 2017 and 2016,2020, and the results of its operations and its cash flows for each of the years in the three‑year periodthen ended, December 31, 2017, in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.
We also have audited the adjustments to the 2019 financial statements to retrospectively apply the accounting for discontinued operations, as described in accordance withNote 4. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the standards2019 financial statements of the Public Company Accounting Oversight Board (United States) (PCAOB),other than with respect to the Company’s internal control over financial reporting asadjustments and, accordingly, we do not express an opinion or any other form of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2018 expressed an unqualified opinionassurance on the effectiveness of the Company’s internal control over2019 financial reporting.
statements taken as a whole.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits.audit. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Contingent Consideration Liability
As described in Notes 4 and 5 to the consolidated financial statements, the Company acquired a controlling interest in Rhapsody International, Inc. (doing business as Napster) in January 2019, which included contingent consideration as part of the purchase price. The amount of contingent consideration payable is limited to the amount received in selling the acquired interests over five years following the acquisition if the proceeds are less than $15 million. All of the interests in Napster held by the Company, including the acquired interests, were sold in December 2020. In connection with this transaction, the Company estimated the fair value of the contingent consideration liability based on a probability-weighted valuation methodology. Management estimated the fair value of the liability as of December 31, 2020 to be $4.8 million. The fair value of the liability decreased by $8.6 million during the year ended December 31, 2020.
We identified the measurement of the fair value of the contingent consideration liability to be a critical audit matter. The principal considerations for our determination were: (i) the evaluation of the purchase agreement terms in relation to contract law; and (ii) the evaluation of the settlement amount probabilities. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge in contract law.
The primary procedures we performed to address this critical audit matter included:
•Recalculating the allocation of the proceeds from the sale of Napster to the interests sold, including the acquired interests, to assess the probabilities utilized by management for estimating the fair value of the contingent consideration liability.
•Utilizing professionals with specialized skills and knowledge in contract law to assist in the interpretation and assessment of the appropriateness of management’s evaluation and assumptions within the terms of the purchase agreement.
Revenue Recognition – Business-to-Business Software Licensing, Subscription Services, and Product Sales
As described in Note 3 to the consolidated financial statements, the Company generates revenue from various sources including software licensing, subscription services, product sales, and advertising. Certain of the Company’s revenue agreements relating to software licensing, subscription services, and product sales with business-to-business customers contain multiple performance obligations and the Company must identify those performance obligations and recognize revenue at a point in time or over time depending on the nature of the performance obligation.
We identified the process of the identification of performance obligations and the recognition of revenue for business-to-business software licensing, subscription services, and product sales based on the nature of each performance obligation as a critical audit matter. Auditing these transactions was challenging and complex due to the volume of contracts and unique contract terms requiring significant effort to assess and identify the performance obligations within these agreements which determines the pattern of revenue recognition for each performance obligation.
The primary procedures we performed to address this critical audit matter included:
•Evaluating management’s accounting policies and practices, including the reasonableness of management’s judgments and assumptions related to evaluation of performance obligations and their pattern of revenue recognition.
•Examining a sample of revenue contracts and other source documents to test management’s identification of significant terms and application of their revenue recognition policy by: (i) identifying each distinct performance obligation and (ii) assessing the determination of the appropriate pattern of revenue recognition for each performance obligation.
/s/ KPMGBDO USA, LLP
We have served as the Company'sCompany’s auditor since 19942020.
Seattle, Washington
February 27, 2018
March 15, 2021
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TheTo the Shareholders and Board of Directors
RealNetworks, Inc.:
Opinion on Internal Control Over the ConsolidatedFinancial ReportingStatements
We have audited, before the effects of the adjustments to retrospectively present the disposition of Napster as discontinued operations as described in Note 4, the consolidated balance sheet of RealNetworks, Inc. and subsidiaries’subsidiaries (the Company) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016,2019, the related consolidated statements of operations, and comprehensive income (loss),loss, shareholders’ equity, and cash flows for each of the years in the three-year periodyear ended December 31, 2017,2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2018 expressed an unqualified opinion on those. The 2019 consolidated financial statements.statements before the effects of the adjustments described in Note 4 are not presented herein. In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively present the disposition of Napster as discontinued operations described in Note 4, present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively present the disposition of Napster as discontinued operations described in Note 4 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and anticipates negative operating cash flows that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control overThese consolidated financial reporting and for its assessmentstatements are the responsibility of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.Company’s management. Our responsibility is to express an opinion on the Company’s internal control overthese consolidated financial reportingstatements based on our audit. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control overthe consolidated financial reporting was maintained in allstatements are free of material respects.misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of internal control overmaterial misstatement of the consolidated financial reportingstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included obtaining an understanding of internal control overexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.statements. Our audit also included performing such other proceduresevaluating the accounting principles used and significant estimates made by management, as we considered necessary inwell as evaluating the circumstances.overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We served as the Company's auditor from 1994 to 2020.
Seattle, Washington
February 27, 2018
March 30, 2020
|
| | | | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Not applicable.As previously reported on our Form 8-K dated May 26, 2020, we, following an evaluation of audit fees and costs and at the direction of our audit committee, chose not to renew the engagement of KPMG LLP ("KPMG"), which was then serving as the company’s independent registered public accounting firm. We notified KPMG on May 26, 2020 that it would be dismissed as our independent registered public accounting firm, effective immediately. The decision to change independent registered public accounting firm was approved by the Audit Committee of the RealNetworks Board of Directors. On May 26, 2020, the audit committee approved the appointment of BDO USA, LLP ("BDO") as RealNetworks' new independent registered public accounting firm.
|
| | | | |
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
Our management, with the participation of the principal executive officer and principal financial officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that we file or submit under the Exchange Act (1) is recorded, processed, summarized, and reported within the time period specified in the Securities and Exchange Commission rules and forms and (2) is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, our management concluded that, as of December 31, 2017,2020, RealNetworks maintained effective internal control over financial reporting.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2017. This attestation is included within Item 8.
Changes in Internal Control over Financial Reporting
Our management, with the participation of the principal executive officer and principal financial officer, has evaluated the changes to our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 20172020 as required by paragraph (d) of Rules 13a-15 and 15d-15 of the Exchange Act and has concluded that there were no such changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
| | | | |
| Item 9B. | Other Information |
Not applicable.
PART III.
|
| | | | |
| Item 10. | Directors, Executive Officers and Corporate Governance |
The information required by this item is incorporated by reference to the information contained in part in the sections captioned “Proposal 1–Election of Directors,” “Board of Directors,” and “Voting Securities and Principal Holders” of the Proxy Statement relating to RealNetworks’ 20182021 Annual Meeting of Shareholders or in an amendment to this 10-K, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2017.2020.
|
| | | | |
| Item 11. | Executive Compensation |
The information required by this Item is incorporated by reference to the information contained in the section captioned “Executive Compensation” of the Proxy Statement relating to RealNetworks’ 20182021 Annual Meeting of Shareholders or in an amendment to this 10-K, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2017.
2020.
|
| | | | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
The information required by this item is incorporated by reference to the information contained in the section captioned “Voting Securities and Principal Holders” of the Proxy Statement relating to RealNetworks’ 20182021 Annual Meeting of Shareholders or in an amendment to this 10-K, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2017.2020.
Equity Compensation Plans
As of December 31, 2017,2020, we had awards outstanding under fourthree equity compensation plans. These plans, which have all been approved by our shareholders, includewith the exception of the RealNetworks, Inc. 1995 Stock Option2020 Inducement Equity Plan (1995(2020 Plan), include the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (1996 Plan), and the RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and restated (2005 Plan), and the RealNetworks, Inc. 2002 Director Stock Option Plan (2002 Plan). In addition, we maintain the RealNetworks, Inc. 2007 Employee Stock Purchase Plan, as amended and restated October 2010 (2007 ESPP).
In 2005, our shareholders approvedAll new equity awards are issued under the 2005 Plan, and upon this approval ofexcept for certain qualifying inducement awards that are awarded under the 2005 Plan, we terminated the 1995 Plan, the 1996 Plan, and the 20022020 Plan. In 2007, our shareholders approved an amended and restated 2005 Plan, and upon this approval, we terminated the RealNetworks, Inc. Director Compensation Stock Plan. As a result of the termination of these Plans, all new equity awards will be issued under the 2005 Plan. In 2007, our shareholders also approved the 2007 ESPP.
The following table aggregates the data from our plans (in thousands):
| | | Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (in 000’s)(a) | | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (in 000’s)(c) | | | Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (in 000’s)(a) | | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (in 000’s)(c) | | |
| Equity compensation plans approved by security holders | | 6,268 |
| | $ | 5.47 |
| | 5,901 |
| | (1)(2) | Equity compensation plans approved by security holders | | 7,167 | | | $ | 2.97 | | | 2,320 | | | (1)(2) |
| Equity compensation plans not approved by security holders | | — |
| | - |
| | — |
| | | Equity compensation plans not approved by security holders | | 1,135 | | | - | | 1,365 | | | |
| Total | | 6,268 |
| | $ | 5.47 |
| | 5,901 |
| | (3) | Total | | 8,302 | | | $ | 2.97 | | | 3,685 | | | (3) |
| |
(1) | On January 1, 2008, the 2007 ESPP became effective. Column (c) above excludes an aggregate of 0.3 million shares of the Company’s common stock that are authorized for issuance pursuant to the 2007 ESPP. |
| |
(2) | Includes shares available for future issuances pursuant to the RealNetworks, Inc. 2007 Director Compensation Stock Plan (2007 Director Plan), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of his or her quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan. |
| |
(3) | The total securities in column (a) include 6,076 stock options and 192 restricted stock units and awards. The weighted average exercise prices in columns (b) relate to the stock options only; restricted stock units and awards have no exercise price. |
(1)On January 1, 2008, the 2007 ESPP became effective; the Company suspended the 2007 ESPP effective January 1, 2020. Column (c) above excludes an aggregate of 0.1 million shares of the Company’s common stock that are authorized for issuance pursuant to the 2007 ESPP.
(2)Includes shares available for future issuances pursuant to the RealNetworks, Inc. 2007 Director Compensation Stock Plan (2007 Director Plan), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of their quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan. (3)The total securities in column (a) include 6,499 stock options and 1,803 restricted stock units and awards. The weighted average exercise prices in column (b) relate to the stock options only; restricted stock units and awards have no exercise price.
|
| | | | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is incorporated by reference to the information contained in the section captioned “Executive Compensation–Policies and Procedures with Respect to Related Person Transactions” and “Election of Directors–Director Independence” of the Proxy Statement relating to RealNetworks’ 20182021 Annual Meeting of Shareholders or in an amendment to this 10-K, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2017.2020.
|
| | | | |
| Item 14. | Principal Accountant Fees and Services |
The information required by this item is incorporated by reference to the information contained in the section captioned “Proposal 2–Ratification of Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement relating to RealNetworks’ 20182021 Annual Meeting of Shareholders or in an amendment to this 10-K, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2017.2020.
PART IV.
|
| | | | |
| Item 15. | Exhibits and Financial Statement Schedules |
(a)(1) Index to Consolidated Financial Statements
The following consolidated financial statements of RealNetworks, Inc. and subsidiaries are filed as part of this report:
Consolidated Balance Sheets — December 31, 20172020 and 20162019
Consolidated Statements of Operations and Comprehensive Income (Loss)Loss — Years Ended December 31, 2017, 2016,2020 and 20152019
Consolidated Statements of Cash Flows — Years Ended December 31, 2017, 2016,2020 and 20152019
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2017, 2016,2020 and 20152019
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting FirmFirms
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted since they are either not required, not applicable, or because the information required is included in the consolidated financial statements or the notes thereto.
(a)(3) Index to Exhibits
See Index to Exhibits below.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 27, 2018.March 15, 2021.
|
| | | | | | | |
| REALNETWORKS, INC. |
| |
| BY: | | /s/ ROBERT GLASER |
| | Robert Glaser |
| | Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Robert Glaser and Michael Parham, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, to execute in his or her name and on his or her behalf, individually and in each capacity stated below, any and all amendments and supplements to this Report, and any and all other instruments necessary or incidental in connection herewith, and to file the same with the Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on February 27, 2018.March 15, 2021.
| | | | | | | | |
| | |
| Signature | | Title |
Signature | | Title |
| |
/s/ ______ROBERT GLASER________ Robert Glaser | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
| |
/s/ _______CARY BAKER_________JUDD LEE ___________ Cary BakerJudd Lee | | Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
| | |
/s/ _______BRUCE A. JAFFE________ Bruce A. Jaffe | | Director |
| |
/s/ ______CHRISTOPHER R. JONES______ JONES____ Christopher R. Jones | | Director |
| |
/s/ _______DAWN G. LEPORE_______ Dawn G. Lepore | | Director |
| |
/s/ _______JANICE ROBERTS_______ ERIK E. PRUSCH________ Janice RobertsErik E. Prusch | | Director |
| | |
/s/ ______MICHAEL B. SLADE______ Michael B. Slade | | Director |
| |
/s/ ____DOMINIQUE TREMPONT____ _______TIM WAN______________ Dominique TrempontTim Wan | | Director |
Exhibit Index
| | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference |
Exhibit No. | | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| | | | | | |
| 2.1 | | | 8-K | 000-23137 | 2.1 | 04/06/10 |
| 2.2 | | | 10-Q | 001-37745 | 2.1 | 05/09/19 |
| 2.3 | | | 10-Q | 001-37745 | 2.2 | 08/06/19 |
| 3.1 | | | 10-Q | 000-23137 | 3.1 | 08/11/00 |
| 3.2 | | | 8-K | 000-23137 | 3.1 | 08/31/11 |
| 3.3 | | | 8-K | 000-23137 | 3.1 | 07/29/10 |
| 4.1 | | | 8-K | 001-37745 | 4.1 | 11/30/18 |
| 4.2 | | | 8-K | 001-37745 | 4.1 | 02/11/20 |
| 10.1 | | | 8-K | 000-23137 | 10.1 | 04/15/16 |
| 10.2 | †
| | 10-K | 001-37745 | 10.3 | 02/27/17 |
| 10.3 | † | | 10-Q | 000-23137 | 10.1 | 11/14/02 |
| 10.4 | † | | 10-K | 000-23137 | 10.10 | 03/16/11 |
| 10.5 | † | | 10-K | 000-23137 | 10.9 | 02/29/08 |
| 10.6 | †
| | 10-K | 001-37745 | 10.13 | 02/27/17 |
| 10.7 | † | | 10-K | 000-23137 | 10.13 | 03/18/13 |
| 10.8 | † | | 10-K | 000-23137 | 10.14 | 03/18/13 |
| 10.9 | † | | 10-K | 000-23137 | 10.15 | 03/18/13 |
| 10.10 | † | | S-8 | 333-249671 | 4.1 | 10/26/20 |
| 10.11 | † | | S-8 | 333-249671 | 4.2 | 10/26/20 |
| 10.12 | † | | S-8 | 333-249671 | 4.3 | 10/26/20 |
| 10.13 | | | 10-Q | 000-23137 | 10.2 | 08/08/13 |
|
| | | | | | |
| | | | Incorporated by Reference |
Exhibit No. | | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| 2.1 | | | 8-K | 000-23137 | 2.1 | 04/06/10 |
| 2.2 | s | | 8-K | 000-23137 | 2.1 | 01/30/12 |
| 3.1 | | | 10-Q | 000-23137 | 3.1 | 08/11/00 |
| 3.2 | | | 8-K | 000-23137 | 3.1 | 08/31/11 |
| 3.3 | | | 8-K | 000-23137 | 3.1 | 07/29/10 |
| 4.1 | | | 8-K | 000-23137 | 4.1 | 12/03/08 |
| 4.2 | | | 8-K | 000-23137 | 4.1 | 04/15/16 |
| 10.1 | | | 8-K | 000-23137 | 10.1 | 04/15/16 |
| 10.2 | † | | S-8 | 333-63333 | 99.1 | 09/14/98 |
| 10.3 | †
| | 10-K | 001-37745 | 10.3 | 02/27/17 |
| 10.4 | † | | 10-Q | 000-23137 | 10.2 | 08/13/01 |
| 10.5 | † | | 8-K | 000-23137 | 10.2 | 12/21/09 |
| 10.6 | †
| | 10-K | 001-37745 | 10.6 | 02/27/17 |
| 10.7 | † | | 10-Q | 000-23137 | 10.2 | 07/25/02 |
| 10.8 | † | | 10-Q | 000-23137 | 10.1 | 11/14/02 |
| 10.9 | † | | 10-Q | 000-23137 | 10.2 | 11/14/02 |
| 10.10 | † | | 10-Q | 000-23137 | 10.3 | 11/14/02 |
| 10.11 | † | | 10-K | 000-23137 | 10.10 | 03/16/11 |
| 10.12 | † | | 10-K | 000-23137 | 10.9 | 02/29/08 |
| 10.13 | †
| | 10-K | 001-37745 | 10.13 | 02/27/17 |
| 10.14 | † | | 10-K | 000-23137 | 10.13 | 03/18/13 |
| | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference |
Exhibit No. | | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| | | | | | |
| 10.14 | † | | S-1 | 333-36553 | 10.14 | 09/26/97 |
| 10.15 | | | S-1 | 333-36553 | 10.17 | 09/26/97 |
| 10.16 | | | S-1 | 333-36553 | 10.18 | 09/26/97 |
| 10.17 | | | 8-K | 001-37745 | 10.1 | 02/11/20 |
| 10.18 | † | | 10-Q | 000-23137 | 10.2 | 11/06/14 |
| 10.19 | † | | 10-Q | 000-23137 | 10.1 | 05/08/13 |
| 10.20 | † | | 10-Q | 000-23137 | 10.3 | 08/08/13 |
| 10.21 | † | | 10-Q | 001-37745 | 10.1 | 05/04/17 |
| 10.22 | † | | 10-Q | 001-37745 | 10.1 | 11/04/20 |
| 10.23 | † | | 10-Q | 001-37745 | 10.1 | 08/06/20 |
| 10.24 | † | | 10-Q | 000-23137 | 10.5 | 08/09/11 |
| 10.25 | † | | 8-K | 001-37745 | 10.1 | 04/05/19 |
| 10.26 | † | | 8-K | 001-37745 | 10.1 | 06/19/20 |
| 10.27 | s | | 10-K | 000-23137 | 10.24 | 03/16/06 |
| 10.28 | s | | 10-Q | 000-23137 | 10.1 | 11/09/07 |
| 10.29 | | Amended and Restated Stockholder Agreement dated as of November 30, 2011 among Rhapsody International Inc., RealNetworks, Inc., RealNetworks Digital Music of California, Inc., Viacom International Inc., Napster, LLC, Best Buy Co., Inc. and DMS Holdco Inc. | 10-K | 000-23137 | 10.43 | 02/29/12 |
| 10.30 | | | 10-Q | 001-37745 | 10.1 | 08/06/19 |
| 10.31 | | | 8-K | 001-37745 | 10.1 | 04/29/20 |
| 10.32 | | | 8-K | 001-37745 | 10.1 | 08/27/20 |
| 16.1 | | | 8-K | 001-37745 | 16.1 | 05/29/20 |
| | | | | | |
| 21.1 | * | | | | | |
| 23.1 | * | | | | | |
| 23.2 | * | | | | | |
| 24.1 | * | | | | | |
|
| | | | | | |
| | | | Incorporated by Reference |
Exhibit No. | | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| 10.15 | † | | 10-K | 000-23137 | 10.14 | 03/18/13 |
| 10.16 | † | | 10-K | 000-23137 | 10.15 | 03/18/13 |
| 10.17 | | | 10-Q | 000-23137 | 10.2 | 08/08/13 |
| 10.18 | † | | S-1 | 333-36553 | 10.14 | 09/26/97 |
| 10.19 | | | S-1 | 333-36553 | 10.17 | 09/26/97 |
| 10.2 | | | S-1 | 333-36553 | 10.18 | 09/26/97 |
| 10.21 | † | | 10-Q | 000-23137 | 10.2 | 11/06/14 |
| 10.22 | † | | 10-Q | 000-23137 | 10.1 | 08/07/14 |
| 10.23 | † | | 10-Q | 000-23137 | 10.2 | 05/06/16 |
| 10.24 | † | | 10-Q | 000-23137 | 10.1 | 05/08/13 |
| 10.25 | † | | 10-Q | 000-23137 | 10.3 | 08/08/13 |
| 10.26 | † | | 10-K | 000-23137 | 10.25 | 02/25/15 |
| 10.27 | † | | 10-Q | 001-37745 | 10.26 | 11/04/16 |
| 10.28 | † | | 10-Q | 001-37745 | 10.1 | 05/04/17 |
| 10.29 | † | | 10-Q | 000-23137 | 10.5 | 08/09/11 |
| 10.30 | † | | 8-K | 000-23137 | 10.1 | 02/24/15 |
| 10.31 | † | | 8-K | 000-23137 | 10.1 | 05/03/16 |
| 10.32 | † | | 8-K | 001-37745 | 10.1 | 04/13/17 |
| 10.33 | s | | 10-K | 000-23137 | 10.24 | 03/16/06 |
| 10.34 | s | | 10-Q | 000-23137 | 10.1 | 11/09/07 |
| 10.35 | | Amended and Restated Stockholder Agreement dated as of November 30, 2011 among Rhapsody International Inc., RealNetworks, Inc., RealNetworks Digital Music of California, Inc., Viacom International Inc., Napster, LLC, Best Buy Co., Inc. and DMS Holdco Inc. | 10-K | 000-23137 | 10.43 | 02/29/12 |
| 10.36 | s | | 8-K/A | 000-23137 | 10.1 | 04/11/12 |
| 21.1 | * | | | | | |
| 23.1 | * | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference |
Exhibit No. | | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
| | | | | | |
| 31.1 | | | Incorporated by Reference |
Exhibit
No.
| | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
24.1 | * | | | | | |
31.1 | * | | | | | |
| 31.2 | * | | | | | |
| 32.1 | ** | | | | | |
| 32.2 | ** | | | | | |
| 101.INS | * | XBRL Instance Document | | | | |
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | | | | |
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | | | | |
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | | | | |
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | | | | |
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | | | | |
| † | Indicates management contract or compensatory plan. |
| s | Portions of this exhibit are omitted and were filed separately with the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. |
| * | Filed herewith. | | | | |
| ** | Furnished herewith. | | | | |
