Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RNWK | |
Entity Registrant Name | RealNetworks, Inc. | |
Entity Central Index Key | 0001046327 | |
Entity File Number | 1-37745 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 91-1628146 | |
City Area Code | (206) | |
Local Phone Number | 674-2700 | |
Entity Address, Address Line One | 1501 First Avenue South, Suite 600 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98134 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,700,901 | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 per share | |
Convertible Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Share Purchase Rights |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In August 2020, the Financial Accounting Standards Board ("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 are in the process of evaluating the effect that this new guidance will have on our consolidated financial statements and related disclosures. 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 after December 15, 2022, with early adoption permitted. We do not currently expect the adoption to have a material impact on our consolidated financial statements and related disclosures. In June 2016, the FASB issued new guidance amending existing guidance for the accounting of credit losses on financial instruments. Under the new guidance, the valuation allowance for credit losses is expected to be incurred 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 short 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 retained earnings. Although we are continuing to evaluate the effect of this new guidance on RealNetworks, we do not currently expect the adoption to have a material impact on our consolidated financial statements and related disclosures. |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and Cash Equivalents, at Carrying Value | $ 9,156 | $ 27,109 |
Accounts Receivable, after Allowance for Credit Loss, Current | 8,659 | 9,556 |
Deferred Costs, Current | 45 | 49 |
Marketable Securities | 0 | 1,755 |
Prepaid Expense and Other Assets, Current | 4,179 | 3,166 |
Total current assets | 22,039 | 41,635 |
Equipment, software, and leasehold improvements, at cost: | ||
Equipment And Software Gross | 22,086 | 29,464 |
Leasehold Improvements, Gross | 1,678 | 2,750 |
Total equipment, software, and leasehold improvements | 23,764 | 32,214 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 22,700 | 30,744 |
Net equipment, software, and leasehold improvements | 1,064 | 1,470 |
Operating Lease, Right-of-Use Asset | 3,092 | 3,992 |
Restricted Cash and Investments, Noncurrent | 1,500 | 1,630 |
Other Assets, Noncurrent | 2,680 | 2,878 |
Deferred Income Tax Assets, Net | 517 | 727 |
Goodwill | 16,116 | 16,976 |
Total assets | 47,008 | 69,308 |
Current liabilities: | ||
Accounts Payable, Current | 1,951 | 2,578 |
Accrued Expenses And Other Current Liabilities | 11,637 | 13,286 |
Deferred Revenue, Current | 2,245 | 2,614 |
Total current liabilities | 15,833 | 18,478 |
Deferred Revenue, Noncurrent | 60 | 183 |
Deferred Income Tax Liabilities, Net | 995 | 1,132 |
Operating Lease, Liability, Noncurrent | 1,703 | 2,300 |
Other Liabilities, Noncurrent | 10 | 1,142 |
Total liabilities | $ 18,601 | $ 23,235 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Additional Paid in Capital | $ 679,894 | $ 678,381 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (63,671) | (61,520) |
Retained Earnings (Accumulated Deficit) | (587,872) | (570,843) |
Stockholders' Equity Attributable to Parent, Total | 28,407 | 46,073 |
Total liabilities and equity | 47,008 | 69,308 |
Preferred stock, Series A | ||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock | 0 | 0 |
Series B Preferred Stock | ||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock | 8 | 8 |
Preferred stock, Undesignated series | ||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock | 0 | 0 |
Common Stock [Member] | ||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common Stock, Value, Issued | $ 48 | $ 47 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for Doubtful Accounts Receivable, Current | $ 306 | $ 299 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, Series A | ||
Preferred stock, authorized | 200,000 | 200,000 |
Series B Preferred Stock | ||
Preferred stock, authorized | 8,100,000 | 8,100,000 |
Preferred stock, shares issued | 8,065,000 | 8,065,000 |
Preferred stock, shares outstanding | 8,065,000 | 8,065,000 |
Preferred stock, Undesignated series | ||
Preferred stock, authorized | 51,700,000 | 51,700,000 |
Common Stock [Member] | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 47,699,000 | 47,257,000 |
Common stock, outstanding | 47,699,000 | 47,257,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 11,708 | $ 14,332 | $ 36,840 | $ 44,781 |
Cost of revenue | 2,787 | 3,119 | 8,228 | 10,370 |
Gross profit | 8,921 | 11,213 | 28,612 | 34,411 |
Operating expenses: | ||||
Research and development | 4,870 | 5,250 | 16,000 | 17,818 |
Sales and marketing | 4,726 | 7,177 | 13,810 | 17,573 |
General and administrative | 6,020 | 4,228 | 14,918 | 13,502 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | 0 | 0 | (1,040) |
Restructuring and other charges | 118 | 1,017 | 573 | 4,906 |
Total operating expenses | 15,734 | 17,672 | 45,301 | 52,759 |
Operating loss | (6,813) | (6,459) | (16,689) | (18,348) |
Other income (expenses): | ||||
Interest Expense | (3) | (27) | (47) | (146) |
Interest income | 7 | 7 | 21 | 27 |
Gain (Loss) on Sale of Investments | (207) | (1,229) | (806) | (6,070) |
Gain (Loss) on Extinguishment of Debt | 0 | 0 | 0 | 2,897 |
Other income, net | 364 | 46 | 651 | 2,066 |
Nonoperating Income (Expense), Total | 161 | (1,203) | (181) | (1,226) |
Loss before income taxes | (6,652) | (7,662) | (16,870) | (19,574) |
Income tax expense | 16 | 6 | 159 | 133 |
Net loss from continuing operations | (17,029) | (19,707) | ||
Net loss including noncontrolling interests | (6,668) | (7,668) | (17,029) | (19,707) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | (244) |
Net loss attributable to RealNetworks | (6,668) | (7,668) | (17,029) | (19,463) |
Net Income (Loss) Attributable to Parent | $ (6,668) | $ (7,668) | $ (17,029) | $ (19,463) |
Continuing operations, basic (USD per share) | $ (0.14) | $ (0.16) | $ (0.36) | $ (0.45) |
Diluted net income (loss) per share (USD per share) | $ (0.14) | $ (0.16) | $ (0.36) | $ (0.45) |
Shares used to compute basic net income (loss) per share | 47,506,000 | 47,055,000 | 47,367,000 | 43,312,000 |
Shares used to compute diluted net income (loss) per share | 47,506,000 | 47,055,000 | 47,367,000 | 43,312,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (983) | $ (297) | $ (2,151) | $ (727) |
Other Comprehensive Income (Loss), Net of Tax | (983) | (297) | (2,151) | (727) |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (7,651) | (7,965) | (19,180) | (20,434) |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | 0 | (244) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (7,651) | $ (7,965) | $ (19,180) | $ (20,190) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Statement) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (6,668) | $ (5,136) | $ (5,225) | $ (7,668) | $ (1,485) | $ (10,554) | $ (17,029) | $ (19,707) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (983) | (936) | (232) | (297) | $ 106 | (536) | (2,151) | (727) |
Other Comprehensive Income (Loss), Net of Tax, Total | (983) | (297) | (2,151) | (727) | ||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total | (7,651) | (7,965) | (19,180) | (20,434) | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | 0 | (244) | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | (7,651) | (7,965) | $ (19,180) | $ (20,190) | ||||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (983) | $ (936) | $ (232) | $ (297) | $ (536) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (17,029) | $ (19,707) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, Depletion and Amortization, Nonproduction | 530 | 600 |
Share-based Payment Arrangement, Noncash Expense | 1,789 | 3,789 |
Gain (Loss) on Investments | 806 | 6,070 |
Foreign currency (gain) loss | (624) | (62) |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (1,040) |
Operating Lease, Impairment Loss | 0 | 2,461 |
Deconsolidation, Gain (Loss), Amount | 0 | (1,961) |
Gain (Loss) on Extinguishment of Debt | 0 | (2,897) |
Increase (Decrease) in Accounts Receivable | 657 | (353) |
Increase (Decrease) in Prepaid Expense and Other Assets | 1,078 | 1,442 |
Increase (Decrease) in Accounts Payable | (536) | (501) |
Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities | (3,127) | 743 |
Net cash used in operating activities | (16,363) | (11,416) |
Cash flows from investing activities: | ||
Payments to Acquire Property, Plant, and Equipment | (211) | (280) |
Cash Divested from Deconsolidation | 0 | (836) |
Other | (595) | 0 |
Net cash used in investing activities | (806) | (1,116) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 0 | 534 |
Proceeds from Issuance or Sale of Equity | 0 | 20,114 |
Payment, Tax Withholding, Share-based Payment Arrangement | (102) | (186) |
Contingent Consideration Settlement, Cash | 0 | (2,500) |
Net cash provided by (used in) financing activities | (102) | 17,962 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (812) | (380) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (18,083) | 5,050 |
Cash, cash equivalents and restricted cash, beginning of period | 28,739 | 25,570 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 10,656 | $ 30,620 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Preferred Class B Preferred Stock | Common Stock [Member] | Common Stock [Member] Common Stock [Member] | Common Stock [Member] Additional Paid-in Capital [Member] | Common Stock [Member] Parent [Member] |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 38 | $ 655,606 | $ (60,641) | $ (548,862) | $ 46,149 | $ (262) | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | $ 45,887 | ||||||||||||
Shares, Outstanding at Dec. 31, 2020 | 38,424 | 8,065 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 229 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 358 | 358 | 358 | ||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 836 | 836 | 836 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (536) | (536) | $ (536) | ||||||||||
Net Income (Loss) Attributable to Parent | (10,448) | (10,448) | |||||||||||
Net loss attributable to noncontrolling interests | (106) | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (10,554) | ||||||||||||
Shares, Outstanding at Mar. 31, 2021 | 38,653 | 8,065 | |||||||||||
Shares, Outstanding at Dec. 31, 2020 | 38,424 | 8,065 | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (727) | ||||||||||||
Net Income (Loss) Attributable to Parent | (19,463) | ||||||||||||
Net loss attributable to noncontrolling interests | (244) | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (19,707) | ||||||||||||
Shares, Outstanding at Sep. 30, 2021 | 47,115 | 8,065 | |||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 38 | 656,800 | (61,177) | (559,310) | 36,359 | (368) | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 35,991 | ||||||||||||
Shares, Outstanding at Mar. 31, 2021 | 38,653 | 8,065 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 95 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 59 | 58 | 59 | ||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 435 | 435 | 435 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 106 | 106 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | 605 | 99 | 99 | 506 | |||||||||
Net Income (Loss) Attributable to Parent | (1,347) | (1,347) | |||||||||||
Net loss attributable to noncontrolling interests | (138) | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (1,485) | ||||||||||||
Shares, Outstanding at Jun. 30, 2021 | 46,998 | 8,065 | |||||||||||
Issuance of Preferred B Stock (in shares) | 8,250 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 20,114 | $ 8 | $ 20,106 | $ 20,114 | |||||||||
Common Stock, Value, Issued | 1 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 47 | 677,498 | (61,071) | (560,657) | 55,825 | 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 55,825 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 117 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | (68) | (68) | (68) | ||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 518 | 518 | 518 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (297) | (297) | (297) | ||||||||||
Net Income (Loss) Attributable to Parent | (7,668) | (7,668) | (7,668) | ||||||||||
Net loss attributable to noncontrolling interests | 0 | 0 | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (7,668) | ||||||||||||
Shares, Outstanding at Sep. 30, 2021 | 47,115 | 8,065 | |||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 47 | 677,948 | (61,368) | (568,325) | 48,310 | 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 48,310 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 47 | 678,381 | (61,520) | (570,843) | 46,073 | 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 46,073 | ||||||||||||
Shares, Outstanding at Dec. 31, 2021 | 47,257 | 8,065 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 67 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | 0 | 0 | 0 | ||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 503 | 503 | 503 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (232) | (232) | (232) | ||||||||||
Net Income (Loss) Attributable to Parent | (5,225) | (5,225) | |||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (5,225) | ||||||||||||
Shares, Outstanding at Mar. 31, 2022 | 47,324 | 8,065 | |||||||||||
Shares, Outstanding at Dec. 31, 2021 | 47,257 | 8,065 | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (2,151) | ||||||||||||
Net Income (Loss) Attributable to Parent | (17,029) | ||||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (17,029) | ||||||||||||
Shares, Outstanding at Sep. 30, 2022 | 47,699 | 8,065 | |||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 47 | 678,884 | (61,752) | (576,068) | 41,119 | 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 41,119 | ||||||||||||
Shares, Outstanding at Mar. 31, 2022 | 47,324 | 8,065 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 18 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | (4) | (4) | (4) | ||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 367 | 367 | 367 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (936) | (936) | (936) | ||||||||||
Net Income (Loss) Attributable to Parent | (5,136) | (5,136) | |||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (5,136) | ||||||||||||
Shares, Outstanding at Jun. 30, 2022 | 47,342 | 8,065 | |||||||||||
Common Stock, Value, Issued | 0 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 47 | 679,247 | (62,688) | (581,204) | 35,410 | 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | 35,410 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 357 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | (79) | (80) | (79) | $ (1) | |||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 727 | 727 | 727 | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (983) | (983) | $ (983) | ||||||||||
Net Income (Loss) Attributable to Parent | (6,668) | (6,668) | (6,668) | ||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (6,668) | ||||||||||||
Shares, Outstanding at Sep. 30, 2022 | 47,699 | 8,065 | |||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 48 | $ 679,894 | $ (63,671) | $ (587,872) | $ 28,407 | $ 0 | $ 8 | ||||||
Stockholders' Equity Attributable to Parent | $ 28,407 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business. RealNetworks provides digital media software 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. We have recently developed a new generation of artificial intelligence (AI)-based products and solutions. The main two products and key investment initiatives in our AI portfolio are SAFR, our AI-based computer vision platform, and KONTXT, our natural language processing-based message classification and analysis platform. 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 and cash flow. In this Quarterly Report on Form 10-Q (10-Q or Report), RealNetworks, Inc., together with its subsidiaries, is referred to as "RealNetworks," the "Company," "we," "us," or "our." "RealPlayer," "RMHD," "RealMedia," "GameHouse," "KONTXT," "SAFR" and other trademarks of ours appearing in this report are our property. Basis of Presentation. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which it has a more than 50% voting interest. Intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent third-party ownership in the equity of Scener Inc. ("Scener"), which was deconsolidated on June 30, 2021, and are reflected separately in the Company's financial statements. See Note 12. Related Party Transactions for additional details. The unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods presented. Operating results for the quarter and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent period or for the year ending December 31, 2022. Certain information and disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). On July 27, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Robert Glaser, the Company's Chairman and Chief Executive Officer, Greater Heights LLC, a Washington limited liability company ("Greater Heights"), an entity controlled by Mr. Glaser, and Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary of Greater Heights ("Merger Sub"). Mr. Glaser and his affiliates currently beneficially own 38.5% of the Company’s outstanding common stock. See Note 13. Merger Agreement for more information. Liquidity and Going Concern. The Company continues to incur operating losses, including net operating losses of $6.8 million and $16.7 million for the three and nine months ended September 30, 2022, respectively. The Company had an accumulated deficit of $587.9 million and $570.8 million as of September 30, 2022 and December 31, 2021, respectively. Our unrestricted cash and cash equivalents balance was $9.2 million as of September 30, 2022, which includes approximately $5.4 million of cash held by our foreign subsidiaries outside the U.S. We have evaluated our current liquidity position in light of our history of declining revenue and operating losses as well as our near-term expectations of net negative cash flows from operating activities. Moreover, our operating forecast is partly dependent on factors that are outside of our control, including the ongoing effects of the coronavirus pandemic and related impacts on global commerce and financial markets. These conditions raise substantial doubt about our ability to continue as a going concern within 12 months from the date of this filing. Our financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We intend to use our existing unrestricted cash balances and draw on the current availability on our Revolver (as defined below) in the near future. However, these sources of funds may not be sufficient to meet our short-term working capital needs. We have active plans to mitigate these conditions. Specifically, we plan to reduce negative cash flow through operating expense reductions. In addition, we are evaluating various strategic opportunities, which may include selling certain businesses or product lines, soliciting external investment into certain of our businesses, or seeking other strategic partnerships. Our plans are subject to inherent risks and uncertainties . Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. Risks and Uncertainties. In March 2020, the World Health Organization declared the outbreak of 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 employees, customers, partners and communities, which include working remotely and learning to operate our businesses in a fundamentally different way. The COVID-19 pandemic, including the emergence of variants such as the delta and omicron variants, 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 our financial statements, certain estimates and assumptions regarding these impacts have been made, which could change in future periods and which could differ from actual outcomes. Use of Estimates. The preparation of financial statements in conformity with 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "10-K"). | |
Liquidity and Capital Resources Text Block | . The Company continues to incur operating losses, including net operating losses of $6.8 million and $16.7 million for the three and nine months ended September 30, 2022, respectively. The Company had an accumulated deficit of $587.9 million and $570.8 million as of September 30, 2022 and December 31, 2021, respectively. Our unrestricted cash and cash equivalents balance was $9.2 million as of September 30, 2022, which includes approximately $5.4 million of cash held by our foreign subsidiaries outside the U.S. We have evaluated our current liquidity position in light of our history of declining revenue and operating losses as well as our near-term expectations of net negative cash flows from operating activities. Moreover, our operating forecast is partly dependent on factors that are outside of our control, including the ongoing effects of the coronavirus pandemic and related impacts on global commerce and financial markets. These conditions raise substantial doubt about our ability to continue as a going concern within 12 months from the date of this filing. Our financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We intend to use our existing unrestricted cash balances and draw on the current availability on our Revolver (as defined below) in the near future. However, these sources of funds may not be sufficient to meet our short-term working capital needs. We have active plans to mitigate these conditions. Specifically, we plan to reduce negative cash flow through operating expense reductions. In addition, we are evaluating various strategic opportunities, which may include selling certain businesses or product lines, soliciting external investment into certain of our businesses, or seeking other strategic partnerships. Our plans are subject to inherent risks and uncertainties . Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 3. Revenue Recognition 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. Disaggregation of Revenue The following table presents our disaggregated revenue by source and segment (in thousands): Quarter Ended September 30, 2022 Nine Months Ended September 30, 2022 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Business Line Software License $ 248 $ 2,005 $ — $ 2,628 $ 4,415 $ — Subscription Services 682 3,221 2,052 2,134 10,908 6,387 Product Sales 280 — 2,090 587 — 6,453 Advertising and Other 205 — 925 676 — 2,652 Total $ 1,415 $ 5,226 $ 5,067 $ 6,025 $ 15,323 $ 15,492 Quarter Ended September 30, 2021 Nine Months Ended September 30, 2021 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Business Line Software License $ 1,506 $ 1,459 $ — $ 4,222 $ 4,781 $ — Subscription Services 779 4,313 2,361 2,390 13,327 7,320 Product Sales 270 — 2,612 1,038 — 8,605 Advertising and Other 208 — 824 483 — 2,615 Total $ 2,763 $ 5,772 $ 5,797 $ 8,133 $ 18,108 $ 18,540 The following table presents our disaggregated revenue by sales channel (in thousands): Quarter Ended September 30, 2022 Nine Months Ended September 30, 2022 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Sales Channel Business to Business $ 453 $ 5,167 $ 1,191 $ 3,304 $ 15,128 $ 3,199 Direct to Consumer 962 59 3,876 2,721 195 12,293 Total $ 1,415 $ 5,226 $ 5,067 $ 6,025 $ 15,323 $ 15,492 Quarter Ended September 30, 2021 Nine Months Ended September 30, 2021 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Sales Channel Business to Business $ 1,714 $ 5,689 $ 947 $ 4,705 $ 17,845 $ 2,985 Direct to Consumer 1,049 83 4,850 3,428 263 15,555 Total $ 2,763 $ 5,772 $ 5,797 $ 8,133 $ 18,108 $ 18,540 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 September 30, 2022 and December 31, 2021, our balance of long-term accounts receivable was $0.2 million and $0.2 million, respectively, and is included in other long-term assets on our condensed consolidated balance sheets. The increase in this balance from December 31, 2021 to September 30, 2022 is primarily due to the timing of expected cash receipts. During the quarter and nine months ended September 30, 2022, we recorded no impairments to our contract assets. We record deferred revenue when cash payments are received in advance of our completion of the underlying performance obligation. As of September 30, 2022 and December 31, 2021, we had a deferred revenue balance of $2.3 million and $2.8 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 nine months ended September 30, 2022 and 2021, we did not record any material true-ups to our consolidated financial statements. Practical Expedients |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 4. Stock-Based Compensation Total stock-based compensation expense recognized in our unaudited condensed consolidated statements of operations and comprehensive loss includes amounts related to stock options and restricted stock and was as follows (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total stock-based compensation expense $ 727 $ 2,518 $ 1,789 $ 3,789 The fair value of RealNetworks options granted determined using the Black-Scholes model used the following weighted-average assumptions: Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.30 % 0.58 % 2.45 % 0.56 % Expected life (years) 4.0 3.9 4.0 3.9 Volatility 85 % 71 % 85 % 71 % The total stock-based compensation amounts for 2022 and 2021 disclosed above are recorded in their respective line items within operating expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Included in the expense for the three and nine months ended September 30, 2021 was $2.0 million of stock-based compensation, resulting from certain equity award modifications that are being cash settled. At September 30, 2022, $1.3 million of this amount remains to be paid and is included in other current liabilities within our unaudited condensed consolidated balance sheets. Also included in the expense for the nine months ended September 30, 2021 was stock compensation recorded for 2020 incentive bonuses paid in fully vested restricted stock units, which were authorized and granted during the first quarter of 2021. As of September 30, 2022, there was $1.1 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 two |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 9,156 $ — $ — $ 9,156 $ 9,156 Restricted cash equivalents 1,500 — — 1,500 1,500 Total assets $ 10,656 $ — $ — $ 10,656 $ 10,656 Fair Value Measurements as of Amortized Cost as of December 31, 2021 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 27,109 $ — $ — $ 27,109 $ 27,109 Investments — — 1,755 1,755 N/A Restricted cash equivalents 1,630 — — 1,630 1,630 Total assets $ 28,739 $ — $ 1,755 $ 30,494 N/A Restricted cash equivalents as of September 30, 2022 and December 31, 2021 relate to maintaining a minimum balance of unrestricted cash at the bank. See Note 7. Debt for additional details. Investments as of December 31, 2021 were comprised of Napster Group PLC ordinary shares received as a portion of the consideration from the disposition of our stake in Rhapsody International Inc. (doing business as Napster), which closed on December 30, 2020. The fair value of these equity securities was calculated using the closing price of the shares as of December 31, 2021. In the first quarter of 2022 these shares were acquired by a third party and we recorded the consideration expected to be received within Prepaid expenses and other current assets on our condensed consolidated balance sheet as of March 31, 2022. In the second quarter of 2022, we received cash proceeds of $1.4 million, with the remaining $0.4 million expected to be received included within Prepaid expenses and other current assets on our condensed consolidated balance sheet as of September 30, 2022. 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). Other than those discussed in Note 8. Restructuring and Other Charges, during the nine months ended September 30, 2022 and 2021, we did not record any impairments on those assets required to be measured at fair value on a non-recurring basis. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 6. Accrued and other current liabilities Accrued and other current liabilities (in thousands): September 30, 2022 December 31, 2021 Royalties and other fulfillment costs $ 596 $ 1,189 Employee compensation, commissions and benefits 4,698 5,761 Sales, VAT and other taxes payable 997 1,056 Operating lease liabilities 1,654 2,113 Other 3,692 3,167 Total accrued and other current liabilities $ 11,637 $ 13,286 |
Debt Disclosure Text
Debt Disclosure Text | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt In February 2021, we entered into an amendment to our existing Loan and Security Agreement (Loan Agreement) with a third-party financial institution. Under the terms of the amended Loan Agreement, the bank extended a revolving line of credit (Revolver) whereby the borrowing base is comprised of eligible accounts receivable and direct to consumer deposits. Borrowings may not exceed $6.5 million and are reduced by a $0.4 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 Loan Agreement contains customary covenants, including financial covenants, minimum EBITDA levels to be updated annually, and maintaining a minimum balance of $1.5 million unrestricted cash at the bank. Effective August 1, 2022, the Revolver was extended to August 1, 2024. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Note 8. Restructuring and Other Charges Restructuring and other charges in 2022 and 2021 consist of costs associated with the ongoing reorganization of our business operations and expense re-alignment efforts, which primarily relate to lease impairment and severance costs due to workforce reductions. Restructuring charges are as follows (in thousands): Employee Separation Costs Asset Related and Other Costs Total Costs incurred and charged to expense for the nine months ended September 30, 2022 $ 562 $ 11 $ 573 Costs incurred and charged to expense for the nine months ended September 30, 2021 $ 1,992 $ 2,914 $ 4,906 During the nine months ended September 30, 2021, we recorded $2.5 million of lease impairment charges for an office space previously vacated. Changes to the accrued restructuring liability (which is included in Accrued and other current liabilities) are as follows (in thousands): Employee Separation Costs Asset Related and Other Costs Total Accrued liability at December 31, 2021 $ 316 $ 1,475 $ 1,791 Costs incurred and charged to expense for the nine months ended September 30, 2022, excluding noncash charges 562 — 562 Cash payments (662) (1,050) (1,712) Accrued liability at September 30, 2022 $ 216 $ 425 $ 641 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies We have been in the past and could become in the future 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, and related to the pending Merger. 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) in Seoul Central District Court 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 are vigorously defending against it, litigation is inherently uncertain and we cannot currently predict the ultimate outcome of this matter. We have a liability accrued related to this matter as of September 30, 2022, at the low end of the range of outcomes, for an immaterial amount. Because of the uncertainty of this matter, it is reasonably possible that the estimated amount of the liability recorded will change in the near term. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions As of September 30, 2022, we owned approximately 48% of the issued and outstanding stock of Scener and account for our investment using the equity method of accounting. The Scener platform enables users to watch shows and movies socially from any major streaming platform. We deconsolidated Scener effective June 30, 2021 after RealNetworks no longer had a controlling interest in Scener. We recorded our share of losses of Scener, net of dilution gains and losses, of $0.2 million and $0.8 million for the quarter and nine months ended September 30, 2022. These amounts are recorded in Loss on equity and other investments, net, on the condensed consolidated statement of operations. In the second quarter of 2022, RealNetworks invested $0.6 million of cash into Scener in exchange for additional preferred stock. Our investment in Scener as of September 30, 2022 was $1.9 million and was included in Other assets on the condensed consolidated balance sheet. Since its inception, Scener has continued to record operating losses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | Note 13. Merger Agreement Merger Agreement On July 27, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Robert Glaser, the Company's Chairman and Chief Executive Officer, Greater Heights LLC, a Washington limited liability company ("Greater Heights"), an entity controlled by Mr. Glaser, and Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary of Greater Heights ("Merger Sub"). Mr. Glaser and his affiliates currently beneficially own 38.5% of the Company’s outstanding common stock. In accordance with the terms of the Merger Agreement, the Company will be merged with and into Merger Sub, with Merger Sub continuing as the surviving entity as a wholly owned subsidiary of Greater Heights (the "Merger"). At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding as of immediately prior to such effective time of the Merger, other than shares held by Robert Glaser and certain of his affiliates (the "Founder Shareholders") and any dissenting shares of the Company’s Common Stock (which, for the avoidance of doubt, will be cancelled and retired without any consideration therefor), will be cancelled and retired and converted into the right to receive cash in an amount equal to $0.73, without interest and subject to any applicable withholding taxes. The closing of the Merger is subject to, among other conditions (i) adoption of the Merger Agreement and approval of the Merger by (A) holders of a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock, each voting as a separate class, and (B) holders of a majority of the issued and outstanding shares of Company Common Stock held by shareholders other than the Founder Shareholders, (ii) the Company delivering evidence of Amendment No. 1 (defined below) and (iii) not more than 15% of the Company Common Stock outstanding as of immediately prior to the effective time of the Merger being dissenting shares. Consummation of the Merger is also subject to certain other closing conditions, including the accuracy of each party’s representation and warranties and each party’s compliance with its covenants and agreements contained in the Merger Agreement in all material respects and that since the date of the Merger Agreement there shall not have occurred a material adverse effect that is continuing. The Merger Agreement does not include a financing condition. The Merger Agreement provides that the Company may not solicit takeover proposals provided that the Company, may provide information to, and may engage or participate in discussions or negotiations, with respect to an unsolicited takeover proposal that the Company’s Board has determined, in good faith and after consultation with its financial advisors and outside legal counsel, individually or in the aggregate with any other unsolicited takeover proposals, constitutes or could reasonably be expected to result in a superior proposal. The Company and Greater Heights may mutually agree to terminate the Merger Agreement. Additionally, the Merger Agreement contains other termination rights exercisable by the Company and Greater Heights. If the Merger Agreement is terminated under certain circumstances, the Company could be required to pay Greater Heights a termination fee equal to one of (i) $1,043,971, (ii) the lessor of (A) $521,985.50 or (B) Greater Heights' fees and expenses incurred in connection with the Merger Agreement and the Merger, or (iii) the lesser of (A) Greater Heights’ fees and expenses incurred in connection with the Merger Agreement and the Merger and (B) $500,000, depending on the circumstances of the termination. We anticipate the Merger to close in the fourth quarter of 2022, subject to, among other things, the satisfaction (or waiver) of the conditions set forth above. Rights Plan |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business. RealNetworks provides digital media software 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. We have recently developed a new generation of artificial intelligence (AI)-based products and solutions. The main two products and key investment initiatives in our AI portfolio are SAFR, our AI-based computer vision platform, and KONTXT, our natural language processing-based message classification and analysis platform. 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 and cash flow. |
Basis of Presentation | Basis of Presentation. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which it has a more than 50% voting interest. Intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent third-party ownership in the equity of Scener Inc. ("Scener"), which was deconsolidated on June 30, 2021, and are reflected separately in the Company's financial statements. See Note 12. Related Party Transactions for additional details. The unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods presented. Operating results for the quarter and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent period or for the year ending December 31, 2022. Certain information and disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). On July 27, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Robert Glaser, the Company's Chairman and Chief Executive Officer, Greater Heights LLC, a Washington limited liability company ("Greater Heights"), an entity controlled by Mr. Glaser, and Greater Heights Acquisition LLC, a Washington limited liability company and wholly owned subsidiary of Greater Heights ("Merger Sub"). Mr. Glaser and his affiliates currently beneficially own 38.5% of the Company’s outstanding common stock. See Note 13. Merger Agreement for more information. |
Liquidity and Capital Resources Text Block | . The Company continues to incur operating losses, including net operating losses of $6.8 million and $16.7 million for the three and nine months ended September 30, 2022, respectively. The Company had an accumulated deficit of $587.9 million and $570.8 million as of September 30, 2022 and December 31, 2021, respectively. Our unrestricted cash and cash equivalents balance was $9.2 million as of September 30, 2022, which includes approximately $5.4 million of cash held by our foreign subsidiaries outside the U.S. We have evaluated our current liquidity position in light of our history of declining revenue and operating losses as well as our near-term expectations of net negative cash flows from operating activities. Moreover, our operating forecast is partly dependent on factors that are outside of our control, including the ongoing effects of the coronavirus pandemic and related impacts on global commerce and financial markets. These conditions raise substantial doubt about our ability to continue as a going concern within 12 months from the date of this filing. Our financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We intend to use our existing unrestricted cash balances and draw on the current availability on our Revolver (as defined below) in the near future. However, these sources of funds may not be sufficient to meet our short-term working capital needs. We have active plans to mitigate these conditions. Specifically, we plan to reduce negative cash flow through operating expense reductions. In addition, we are evaluating various strategic opportunities, which may include selling certain businesses or product lines, soliciting external investment into certain of our businesses, or seeking other strategic partnerships. Our plans are subject to inherent risks and uncertainties . Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. |
Risk and Uncertainties Text block | Risks and Uncertainties. In March 2020, the World Health Organization declared the outbreak of 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 employees, customers, partners and communities, which include working remotely and learning to operate our businesses in a fundamentally different way. The COVID-19 pandemic, including the emergence of variants such as the delta and omicron variants, 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 our financial statements, certain estimates and assumptions regarding these impacts have been made, which could change in future periods and which could differ from actual outcomes. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with 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. |
Segment Reporting (Policies)
Segment Reporting (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Note 11. Segment Information We manage our business and report revenue and operating income (loss) in three 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, our integrated RealTimes® platform which is sold to mobile carriers and our computer vision platform, SAFR; and (3) Games, which includes all our games-related businesses, including sales of in-game virtual goods, mobile games and games licenses, games subscription services, and in-game advertising and advertising on game sites. RealNetworks allocates to its Consumer Media, Mobile Services and Games reportable segments certain corporate expenses, which are directly attributable to supporting these 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 these businesses, are reported as corporate items. These corporate items may also include changes in the fair value of the contingent consideration liability, restructuring charges, and stock compensation charges. RealNetworks reports the three reportable segments based on factors such as how we manage our operations and how the 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, in the 2021 10-K. Segment results for the quarters and nine months ended September 30, 2022 and 2021 (in thousands): Consumer Media Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 1,415 $ 2,763 $ 6,025 $ 8,133 Cost of revenue 374 418 1,194 1,393 Gross profit 1,041 2,345 4,831 6,740 Operating expenses 1,371 1,495 4,240 6,028 Operating income $ (330) $ 850 $ 591 $ 712 Mobile Services Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 5,226 $ 5,772 $ 15,323 $ 18,108 Cost of revenue 1,116 1,282 3,126 4,291 Gross profit 4,110 4,490 12,197 13,817 Operating expenses 5,950 5,890 19,126 18,367 Operating loss $ (1,840) $ (1,400) $ (6,929) $ (4,550) Games Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 5,067 $ 5,797 $ 15,492 $ 18,540 Cost of revenue 1,288 1,414 3,883 4,671 Gross profit 3,779 4,383 11,609 13,869 Operating expenses 3,648 4,844 11,473 14,791 Operating income (loss) $ 131 $ (461) $ 136 $ (922) Corporate Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 9 $ 5 $ 25 $ 15 Operating expenses 4,765 5,443 10,462 13,573 Operating loss $ (4,774) $ (5,448) $ (10,487) $ (13,588) 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): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 7,004 $ 9,227 $ 23,428 $ 28,368 Europe 1,993 2,155 6,034 6,746 Rest of the World 2,711 2,950 7,378 9,667 Total net revenue $ 11,708 $ 14,332 $ 36,840 $ 44,781 Long-lived assets (consisting of equipment, software, leasehold improvements, operating lease assets, and goodwill) by geographic region (in thousands) are as follows: September 30, December 31, United States $ 13,407 $ 14,402 Europe 5,930 6,682 Rest of the World 935 1,354 Total long-lived assets $ 20,272 $ 22,438 |
Revenue Recognition Revenue R_2
Revenue Recognition Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue The following table presents our disaggregated revenue by source and segment (in thousands): Quarter Ended September 30, 2022 Nine Months Ended September 30, 2022 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Business Line Software License $ 248 $ 2,005 $ — $ 2,628 $ 4,415 $ — Subscription Services 682 3,221 2,052 2,134 10,908 6,387 Product Sales 280 — 2,090 587 — 6,453 Advertising and Other 205 — 925 676 — 2,652 Total $ 1,415 $ 5,226 $ 5,067 $ 6,025 $ 15,323 $ 15,492 Quarter Ended September 30, 2021 Nine Months Ended September 30, 2021 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Business Line Software License $ 1,506 $ 1,459 $ — $ 4,222 $ 4,781 $ — Subscription Services 779 4,313 2,361 2,390 13,327 7,320 Product Sales 270 — 2,612 1,038 — 8,605 Advertising and Other 208 — 824 483 — 2,615 Total $ 2,763 $ 5,772 $ 5,797 $ 8,133 $ 18,108 $ 18,540 The following table presents our disaggregated revenue by sales channel (in thousands): Quarter Ended September 30, 2022 Nine Months Ended September 30, 2022 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Sales Channel Business to Business $ 453 $ 5,167 $ 1,191 $ 3,304 $ 15,128 $ 3,199 Direct to Consumer 962 59 3,876 2,721 195 12,293 Total $ 1,415 $ 5,226 $ 5,067 $ 6,025 $ 15,323 $ 15,492 Quarter Ended September 30, 2021 Nine Months Ended September 30, 2021 Consumer Media Mobile Services Games Consumer Media Mobile Services Games Sales Channel Business to Business $ 1,714 $ 5,689 $ 947 $ 4,705 $ 17,845 $ 2,985 Direct to Consumer 1,049 83 4,850 3,428 263 15,555 Total $ 2,763 $ 5,772 $ 5,797 $ 8,133 $ 18,108 $ 18,540 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Total stock-based compensation expense recognized in our unaudited condensed consolidated statements of operations and comprehensive loss includes amounts related to stock options and restricted stock and was as follows (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total stock-based compensation expense $ 727 $ 2,518 $ 1,789 $ 3,789 |
Weighted-Average Assumptions Used to Determine Fair Value of Options Granted | The fair value of RealNetworks options granted determined using the Black-Scholes model used the following weighted-average assumptions: Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.30 % 0.58 % 2.45 % 0.56 % Expected life (years) 4.0 3.9 4.0 3.9 Volatility 85 % 71 % 85 % 71 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 9,156 $ — $ — $ 9,156 $ 9,156 Restricted cash equivalents 1,500 — — 1,500 1,500 Total assets $ 10,656 $ — $ — $ 10,656 $ 10,656 Fair Value Measurements as of Amortized Cost as of December 31, 2021 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 27,109 $ — $ — $ 27,109 $ 27,109 Investments — — 1,755 1,755 N/A Restricted cash equivalents 1,630 — — 1,630 1,630 Total assets $ 28,739 $ — $ 1,755 $ 30,494 N/A |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Accrued and other current liabilities (in thousands): September 30, 2022 December 31, 2021 Royalties and other fulfillment costs $ 596 $ 1,189 Employee compensation, commissions and benefits 4,698 5,761 Sales, VAT and other taxes payable 997 1,056 Operating lease liabilities 1,654 2,113 Other 3,692 3,167 Total accrued and other current liabilities $ 11,637 $ 13,286 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges by Type of Cost | Restructuring charges are as follows (in thousands): Employee Separation Costs Asset Related and Other Costs Total Costs incurred and charged to expense for the nine months ended September 30, 2022 $ 562 $ 11 $ 573 Costs incurred and charged to expense for the nine months ended September 30, 2021 $ 1,992 $ 2,914 $ 4,906 During the nine months ended September 30, 2021, we recorded $2.5 million of lease impairment charges for an office space previously vacated. Changes to the accrued restructuring liability (which is included in Accrued and other current liabilities) are as follows (in thousands): Employee Separation Costs Asset Related and Other Costs Total Accrued liability at December 31, 2021 $ 316 $ 1,475 $ 1,791 Costs incurred and charged to expense for the nine months ended September 30, 2022, excluding noncash charges 562 — 562 Cash payments (662) (1,050) (1,712) Accrued liability at September 30, 2022 $ 216 $ 425 $ 641 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | Basic and diluted EPS (in thousands, except per share amounts): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss attributable to RealNetworks $ (6,668) $ (7,668) $ (17,029) $ (19,463) Weighted average common shares outstanding used to compute basic EPS 47,506 47,055 47,367 43,312 Dilutive effect of stock based awards and Series B Preferred Stock — — — — Weighted average common shares outstanding used to compute diluted EPS 47,506 47,055 47,367 43,312 Net loss per share attributable to RealNetworks- Basic $ (0.14) $ (0.16) $ (0.36) $ (0.45) Net loss per share attributable to RealNetworks- Diluted $ (0.14) $ (0.16) $ (0.36) $ (0.45) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Results | Segment results for the quarters and nine months ended September 30, 2022 and 2021 (in thousands): Consumer Media Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 1,415 $ 2,763 $ 6,025 $ 8,133 Cost of revenue 374 418 1,194 1,393 Gross profit 1,041 2,345 4,831 6,740 Operating expenses 1,371 1,495 4,240 6,028 Operating income $ (330) $ 850 $ 591 $ 712 Mobile Services Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 5,226 $ 5,772 $ 15,323 $ 18,108 Cost of revenue 1,116 1,282 3,126 4,291 Gross profit 4,110 4,490 12,197 13,817 Operating expenses 5,950 5,890 19,126 18,367 Operating loss $ (1,840) $ (1,400) $ (6,929) $ (4,550) Games Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 5,067 $ 5,797 $ 15,492 $ 18,540 Cost of revenue 1,288 1,414 3,883 4,671 Gross profit 3,779 4,383 11,609 13,869 Operating expenses 3,648 4,844 11,473 14,791 Operating income (loss) $ 131 $ (461) $ 136 $ (922) Corporate Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 9 $ 5 $ 25 $ 15 Operating expenses 4,765 5,443 10,462 13,573 Operating loss $ (4,774) $ (5,448) $ (10,487) $ (13,588) |
Revenue by Geographic Region | 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): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 7,004 $ 9,227 $ 23,428 $ 28,368 Europe 1,993 2,155 6,034 6,746 Rest of the World 2,711 2,950 7,378 9,667 Total net revenue $ 11,708 $ 14,332 $ 36,840 $ 44,781 |
Long-Lived Assets by Geographic Region | Long-lived assets (consisting of equipment, software, leasehold improvements, operating lease assets, and goodwill) by geographic region (in thousands) are as follows: September 30, December 31, United States $ 13,407 $ 14,402 Europe 5,930 6,682 Rest of the World 935 1,354 Total long-lived assets $ 20,272 $ 22,438 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Deconsolidation, Gain (Loss), Amount | $ 0 | $ 1,961 | |||
Operating income (loss) | $ (6,813) | $ (6,459) | (16,689) | $ (18,348) | |
Retained Earnings (Accumulated Deficit) | (587,872) | (587,872) | $ (570,843) | ||
Cash and Cash Equivalents, at Carrying Value | $ 9,156 | $ 9,156 | $ 27,109 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 11,708 | $ 14,332 | $ 36,840 | $ 44,781 | |
Long-term accounts receivable | 200 | 200 | $ 200 | ||
Deferred revenue | 2,300 | 2,300 | $ 2,800 | ||
Software License | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | |||||
Subscription Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | |||||
Product Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | |||||
Advertising and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | |||||
Consumer Media | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,415 | 2,763 | 6,025 | 8,133 | |
Consumer Media | Business to Business | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 453 | 1,714 | 3,304 | 4,705 | |
Consumer Media | Direct to Consumer | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 962 | 1,049 | 2,721 | 3,428 | |
Consumer Media | Software License | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 248 | 1,506 | 2,628 | 4,222 | |
Consumer Media | Subscription Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 682 | 779 | 2,134 | 2,390 | |
Consumer Media | Product Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 280 | 270 | 587 | 1,038 | |
Consumer Media | Advertising and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 205 | 208 | 676 | 483 | |
Mobile Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,226 | 5,772 | 15,323 | 18,108 | |
Mobile Services | Business to Business | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,167 | 5,689 | 15,128 | 17,845 | |
Mobile Services | Direct to Consumer | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 59 | 83 | 195 | 263 | |
Mobile Services | Software License | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,005 | 1,459 | 4,415 | 4,781 | |
Mobile Services | Subscription Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 3,221 | 4,313 | 10,908 | 13,327 | |
Mobile Services | Product Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Mobile Services | Advertising and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Games | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,067 | 5,797 | 15,492 | 18,540 | |
Games | Business to Business | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 1,191 | 947 | 3,199 | 2,985 | |
Games | Direct to Consumer | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 3,876 | 4,850 | 12,293 | 15,555 | |
Games | Software License | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Games | Subscription Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,052 | 2,361 | 6,387 | 7,320 | |
Games | Product Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,090 | 2,612 | 6,453 | 8,605 | |
Games | Advertising and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 925 | $ 824 | $ 2,652 | $ 2,615 |
Stock-Based Compensation (Recog
Stock-Based Compensation (Recognized Stock-Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based Payment Arrangement, Expense | $ 727 | $ 2,518 | $ 1,789 | $ 3,789 |
Stock-Based Compensation (Weigh
Stock-Based Compensation (Weighted-Average Assumptions Used to Determine Fair Value of Options Granted) (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 3.30% | 0.58% | 2.45% | 0.56% |
Expected life | 4 years | 3 years 10 months 24 days | 4 years | 3 years 10 months 24 days |
Volatility | 85% | 71% | 85% | 71% |
Stock-Based Compensation (Addit
Stock-Based Compensation (Additional Information) (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Total unrecognized compensation cost | $ 1,100 |
Total unrecognized compensation cost, expected recognition period (in years) | 2 years |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Napster Disposition Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent Consideration Settlement, Cash | $ 0 | $ 2,500 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Assets Measured at Fair Value on a Recurring Basis) (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | $ 10,656 | $ 30,494 |
Cash and Cash Equivalents | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 9,156 | 27,109 |
Amortized Cost | 9,156 | 27,109 |
Securities Investment [Member] | Equity Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 1,755 | |
Restricted Cash Equivalents And Investments [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 1,500 | 1,630 |
Amortized Cost | 1,500 | 1,630 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 10,656 | 28,739 |
Level 1 | Cash and Cash Equivalents | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 9,156 | 27,109 |
Level 1 | Securities Investment [Member] | Equity Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | |
Level 1 | Restricted Cash Equivalents And Investments [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 1,500 | 1,630 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | 0 |
Level 2 | Cash and Cash Equivalents | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | 0 |
Level 2 | Securities Investment [Member] | Equity Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | |
Level 2 | Restricted Cash Equivalents And Investments [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | 1,755 |
Level 3 | Cash and Cash Equivalents | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 0 | 0 |
Level 3 | Securities Investment [Member] | Equity Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | 1,755 | |
Level 3 | Restricted Cash Equivalents And Investments [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial assets fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Unrestricted Cash And Cash Equivalents Minimum Amount Required | $ 1.5 |
Equity Securities [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Unobservable Measurement Input, Uncertainty, Description | Investments as of December 31, 2021 were comprised of Napster Group PLC ordinary shares received as a portion of the consideration from the disposition of our stake in Rhapsody International Inc. (doing business as Napster), which closed on December 30, 2020. The fair value of these equity securities was calculated using the closing price of the shares as of December 31, 2021. In the first quarter of 2022 these shares were acquired by a third party and we recorded the consideration expected to be received within Prepaid expenses and other current assets on our condensed consolidated balance sheet as of March 31, 2022. In the second quarter of 2022, we received cash proceeds of $1.4 million, with the remaining $0.4 million expected to be received included within Prepaid expenses and other current assets on our condensed consolidated balance sheet as of September 30, 2022. |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Royalties and other fulfillment costs | $ 596 | $ 1,189 |
Employee compensation, commissions and benefits | 4,698 | 5,761 |
Sales, VAT and other taxes payable | 997 | 1,056 |
Operating Lease, Liability, Current | 1,654 | 2,113 |
Other | 3,692 | 3,167 |
Total accrued and other liabilities | $ 11,637 | $ 13,286 |
Debt Disclosure (Details)
Debt Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | $ 0 | $ 2,897 | |
Line of Credit Facility [Line Items] | |||||
Unrestricted Cash And Cash Equivalents Minimum Amount Required | 1,500 | 1,500 | |||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 6,500 | 6,500 | |||
Letters of Credit Outstanding, Amount | $ 400 | $ 400 | |||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 600 | ||||
Derivative, Basis Spread on Variable Rate | 3.25% | 3.25% | |||
Revolving Credit Facility [Member] | Prime Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
Equity (Details)
Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Capitalization, Equity [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 0 | $ 534 | |
Common Stock [Member] | |||
Schedule of Capitalization, Equity [Line Items] | |||
Common stock, issued | 47,699 | 47,257 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred and charged to expense | $ 573 | $ 4,906 |
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 1,791 | |
Costs incurred and charged to expense | 562 | |
Cash payments | (1,712) | |
Accrued liability ending balance | 641 | |
Operating Lease, Impairment Loss | 0 | (2,461) |
Employee Separation Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred and charged to expense | 562 | 1,992 |
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 316 | |
Costs incurred and charged to expense | 562 | |
Cash payments | (662) | |
Accrued liability ending balance | 216 | |
Asset Related and Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred and charged to expense | 11 | $ 2,914 |
Restructuring Reserve [Roll Forward] | ||
Accrued liability beginning balance | 1,475 | |
Costs incurred and charged to expense | 0 | |
Cash payments | (1,050) | |
Accrued liability ending balance | $ 425 |
Earnings (Loss) Per Share (Calc
Earnings (Loss) Per Share (Calculation of Basic and Diluted Earnings Per Share) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ (6,668) | $ (7,668) | $ (17,029) | $ (19,463) |
Shares used to compute basic net income (loss) per share | 47,506,000 | 47,055,000 | 47,367,000 | 43,312,000 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 0 | 0 |
Shares used to compute diluted net income (loss) per share | 47,506,000 | 47,055,000 | 47,367,000 | 43,312,000 |
Continuing operations, basic (USD per share) | $ (0.14) | $ (0.16) | $ (0.36) | $ (0.45) |
Diluted net income (loss) per share (USD per share) | $ (0.14) | $ (0.16) | $ (0.36) | $ (0.45) |
Earnings (Loss) Per Share (Addi
Earnings (Loss) Per Share (Additional Information) (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares of common stock excluded from the calculation of diluted net income per share because of antidilutive effect | 7,900,000 | 4,900,000 | 8,200,000 | 4,200,000 |
Share of preferred stock in exchange for additional funding | 8,100,000 | 8,100,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details) $ in Millions | Apr. 06, 2020 USD ($) |
Korean Music Copyright Association (KOMCA) | |
Loss Contingencies [Line Items] | |
Damages sought | $ 2.6 |
Segment Information (Additional
Segment Information (Additional Information) (Detail) | 3 Months Ended |
Sep. 30, 2022 Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting segments | 3 |
Segment Information (Segment Re
Segment Information (Segment Results) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 11,708 | $ 14,332 | $ 36,840 | $ 44,781 |
Cost of revenue | 2,787 | 3,119 | 8,228 | 10,370 |
Gross profit | 8,921 | 11,213 | 28,612 | 34,411 |
Operating expenses | 15,734 | 17,672 | 45,301 | 52,759 |
Operating income (loss) | (6,813) | (6,459) | (16,689) | (18,348) |
Consumer Media | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,415 | 2,763 | 6,025 | 8,133 |
Mobile Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,226 | 5,772 | 15,323 | 18,108 |
Games | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,067 | 5,797 | 15,492 | 18,540 |
Operating Segments | Consumer Media | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,415 | 2,763 | 6,025 | 8,133 |
Cost of revenue | 374 | 418 | 1,194 | 1,393 |
Gross profit | 1,041 | 2,345 | 4,831 | 6,740 |
Operating expenses | 1,371 | 1,495 | 4,240 | 6,028 |
Operating income (loss) | (330) | 850 | 591 | 712 |
Operating Segments | Mobile Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,226 | 5,772 | 15,323 | 18,108 |
Cost of revenue | 1,116 | 1,282 | 3,126 | 4,291 |
Gross profit | 4,110 | 4,490 | 12,197 | 13,817 |
Operating expenses | 5,950 | 5,890 | 19,126 | 18,367 |
Operating income (loss) | (1,840) | (1,400) | (6,929) | (4,550) |
Operating Segments | Games | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,067 | 5,797 | 15,492 | 18,540 |
Cost of revenue | 1,288 | 1,414 | 3,883 | 4,671 |
Gross profit | 3,779 | 4,383 | 11,609 | 13,869 |
Operating expenses | 3,648 | 4,844 | 11,473 | 14,791 |
Operating income (loss) | 131 | (461) | 136 | (922) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 9 | 5 | 25 | 15 |
Operating expenses | 4,765 | 5,443 | 10,462 | 13,573 |
Operating income (loss) | $ (4,774) | $ (5,448) | $ (10,487) | $ (13,588) |
Segment Information (Revenue by
Segment Information (Revenue by Geographic Region) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 11,708 | $ 14,332 | $ 36,840 | $ 44,781 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 7,004 | 9,227 | 23,428 | 28,368 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 1,993 | 2,155 | 6,034 | 6,746 |
Rest of the World | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 2,711 | $ 2,950 | $ 7,378 | $ 9,667 |
Segment Information (Long-Lived
Segment Information (Long-Lived Assets by Geographic Region) (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 20,272 | $ 22,438 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 13,407 | 14,402 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 5,930 | 6,682 |
Rest of the World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 935 | $ 1,354 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Series B Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Preferred stock, shares issued | 8,065,000 | 8,065,000 |
Uncategorized Items - rnwk-2022
Label | Element | Value |
us-gaap_DeferredIncomeTaxExpenseBenefitcontinuing operations | rnwk_UsGaap_DeferredIncomeTaxExpenseBenefitcontinuingOperations | $ 93,000 |
us-gaap_DeferredIncomeTaxExpenseBenefitcontinuing operations | rnwk_UsGaap_DeferredIncomeTaxExpenseBenefitcontinuingOperations | $ 0 |