Thu, 07/28/2022


    Company Announces Definitive Merger Agreement with CEO Rob Glaser, Subject to Shareholder Approval

    SEATTLEJuly 28, 2022 /PRNewswire/ -- RealNetworks, Inc. (Nasdaq: RNWK), an emerging leader in AI-based software and solutions, today announced its financial results for the second quarter ended June 30, 2022.

    • Revenue was $11.9 million, net loss of $(5.1) million and Adjusted EBITDA loss of $(4.2) million
    • Appointed Paul DiPeso to the newly created position of President, SAFR
    • Announced CFO leadership transition; Brian McClain to serve as Interim CFO and Treasurer beginning on August 1st

    Management Commentary
    "The second quarter was a period of transition and transformation for Real. We brought in two new senior executives and are moving to a new decentralized structure with senior leaders running each of our businesses reporting directly to the CEO," said Rob Glaser, Founder, Chairman, and Chief Executive Officer of RealNetworks. "We added Paul DiPeso, a proven leader in the access control industry to drive our SAFR business, and Brian McClain, a professional with over 25 years of financial and business leadership as interim CFO and Treasurer." 

    Glaser continued: "While SAFR's results were disappointing, we've received very positive feedback on SAFR SCAN, which began shipping in May. We are confident that under Paul's leadership we can build a successful business."

    Second Quarter 2022 Financial Results

    • Revenue was $11.9 million, compared to $13.3 million in the prior quarter and $14.6 million in the prior year period.
    • Net loss attributable to RealNetworks was ($5.1) million, or $(0.11) per diluted share, compared to a net loss of ($5.2) million, or $(0.11) per diluted share, in the prior quarter and a net loss of ($1.3) million, or ($0.03) per diluted share, in the prior year period.
    • Adjusted EBITDA was a loss of $(4.2) million compared to Adjusted EBITDA loss of $(3.8) million in the prior quarter and Adjusted EBITDA loss of $(4.3) million in the prior year period.

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

    Commenting on the announcement, Mr. Glaser said, "I believe that Machine Learning-based Artificial Intelligence represents a transformational opportunity, albeit one that will also take time and resources to fully realize. I'm happy that the RealNetworks Board and I could reach agreement on a path to pursue that transformation with focus, efficiency, and speed by turning Real back into a private company, and in a way that is fair to all shareholders."

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

    Conference Call and Webcast Information
    RealNetworks will host a conference call today to review its results and discuss its performance at approximately 4:30 p.m. ET / 1:30 p.m. PT. Participants can access the conference call by dialing 1-877-451-6152 (United States) or 1-201-389-0879 (international). A telephonic replay of the call will also be available shortly after the completion of the call, until 11:59 p.m. ET on Thursday, August 11, 2022, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (international) and entering the replay pin number: 13731696.

    A live webcast will be available on RealNetworks' Investor Relations site under the Events & Presentations section at and will be archived online upon completion of the conference call.

    About RealNetworks
    Building on a rich history of digital media expertise and innovation, RealNetworks has created a new generation of products that employ best-in-class artificial intelligence and machine learning to enhance and secure our daily lives. Real's portfolio includes SAFR, the world's premier computer vision platform for live video; KONTXT, an industry leading NLP (Natural Language Processing) platform for text and multi-media analysis; and leveraging its digital media expertise, a mobile games business focused on the large free-to-play segment. For information about all of our products, visit

    About Non-GAAP Financial Measures
    To supplement RealNetworks' consolidated financial information presented in accordance with GAAP in this press release, the company also discloses certain non-GAAP financial measures, including adjusted EBITDA and contribution margin by reportable segment, which management believes provide investors with useful information.

    In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP net income (loss) from continuing operations to adjusted EBITDA and operating income (loss) by reportable segment to contribution margin by reportable segment.

    The rationale for management's use of non-GAAP measures is included in the supplementary materials presented with the quarterly earnings materials.  Please refer to Exhibit 99.2 ("Information Regarding Non- GAAP Financial Measures") to the company's report on Form 8-K, which is being submitted today to the SEC.

    Additional Information and Where to Find It
    RealNetworks, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending merger of RealNetworks (the "Transaction"). RealNetworks plans to file a proxy statement (the "Transaction Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies to approve the Transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing can also be found in RealNetworks's definitive proxy statement for its 2021 Annual Meeting of Stockholders (the "2021 Proxy Statement"), which was filed with the SEC on October 29, 2021. To the extent that holdings of RealNetworks's securities have changed since the amounts printed in the 2021 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Promptly after filing the definitive Transaction Proxy Statement with the SEC, RealNetworks will mail the definitive Transaction Proxy Statement to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT REALNETWORKS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by RealNetworks with the SEC in connection with the Transaction at the SEC's website ( Copies of RealNetworks's definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by RealNetworks with the SEC in connection with the Transaction will also be available, free of charge, from RealNetworks's website at

    Forward-Looking Statements
    This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to our current expectations regarding our future growth, profitability, and market position, the anticipated closing of the merger, expectations following the closing of the merger, our financial condition and liquidity, our strategic focus and initiatives, product plans, agreements with partners, Scener's current and future activities, and certain remaining contingencies relating to the sale of Napster. All statements contained in this press release that do not relate to matters of historical fact should be considered forward- looking statements. These statements reflect our expectations as of today, and actual results may differ materially from the results predicted. Factors that could cause actual results for RealNetworks, on a consolidated basis, to differ from the results predicted include: the possibility that the conditions to the closing of the merger are not satisfied, including the risk that required stockholder approval for the merger is not obtained; potential litigation relating to the merger; uncertainties as to the timing of the consummation of the merger; the ability of each party to consummate the merger; risks relating to the substantial costs and diversion of personnel's attention and resources due to the merger; our ability to realize operating efficiencies, growth and other benefits from the implementation of our growth initiatives and restructuring efforts; cash usage and conservation, and the pursuit of additional funding sources; successful monetization of our products and services; competitive risks, including the emergence or growth of competing technologies, products and services; issues with the use of AI; potential outcomes and effects of claims and legal proceedings; risks associated with key customer or strategic relationships and business acquisitions and dispositions; challenges caused by the COVID-19 pandemic; disruptions in the global financial markets, including changes in consumer spending and impacts to credit availability, and fluctuations in foreign currencies; volatility of our stock price; material asset impairment; continued declines in subscription revenue; difficulty recruiting and retaining key personnel; regulatory, tax, accounting, and cross-border risks; and risks related to our governance structure. More information about potential risk factors that could affect our business and financial results is included in RealNetworks' latest annual report on Form 10-K for year ended December 31, 2021, its quarterly reports on Form 10-Q and in other reports and documents filed by RealNetworks from time to time with the Securities and Exchange Commission. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.