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RMG Networks Reports First Quarter 2014 Results

Enterprise Revenue Increased 7% YoY on an Adjusted Basis(1,2) With Sequential Margin Expansion, Media Revenue(1) Decreased as Expected With Broader Q1 Out-Of-Home Advertising Market Softness, Top-Line Momentum Building Into Q2 as Growth Investments Demons

DALLAS, TX -- (Marketwired) -- 05/08/14 -- RMG Networks Holding Corporation (NASDAQ: RMGN)

Quarter Highlights

  • First quarter consolidated revenue of $12.6 million, on an adjusted basis(1,2), comprised of $10.1 million in adjusted Enterprise revenue(1,2) and $2.5 million in Media revenue
  • Launched enhanced Visual Supply Chain solution expanding suite of visual communications solutions
  • Completed installation of the RMG Office Network and generated initial network revenues
  • Generated initial EMEA advertising bookings and added two EMEA airline partnerships with Etihad Airways and OnAir
  • South East Asia and China regions generated initial Enterprise revenues; Middle East continued strong growth
  • Cross-selling initiatives continued to gain traction with two global customers signing contracts spanning multiple geographies

RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visual communications solutions, today announced its financial results for the first quarter ended March 31, 2014.

RMG Networks helps brands and organizations communicate more effectively using location-based video networks. The company connects brands with target audiences using video advertising networks comprised of over 200,000 display screens, reaching over 100 million consumers each month. The company also builds enterprise video networks that empower organizations to visualize critical data to better run their business.

Garry McGuire, Chief Executive Officer, commented, "RMG Networks marked a number of significant achievements in Q1 as we continue to execute our long term plan. First quarter financial results were mixed, in some part due to macro trends. However, the early successes of our 2013 growth investments that we saw begin in late 2013 persisted into Q1 and are continuing into Q2. In our Enterprise business, our offices in new and newly expanded geographies are delivering positive results, our newly expanded sales force is gaining traction and our cross-selling initiatives are paying off in incremental deals from existing customers across geographies and across product solutions. Though recognized revenues were down in our Media unit for the quarter, we booked a 20%+ increase in new contracts in the quarter versus last year, booked our first media contracts in Europe, recognized the first revenues on our Office Network and announced advertising partnerships with two new international airline partners."

"With 2014 off to a promising start, we remain focused on driving execution and generating returns on our growth investments. RMG Networks has built a platform of personnel, products and solutions designed to advance our market leadership and the unique value proposition of offering comprehensive place-based video networks. The traction we are gaining reinforces our confidence in our strategy. We expect Q2 revenue to build toward a strong sequential increase and for accelerated revenue growth and EBITDA generation to begin at mid-year 2014 as our recently-expanded sales force begins to reach productivity. RMG Networks is focused on executing on our mission to be the global leader in intelligent visual communications."

First Quarter and 2013 Financial Review

RMG Networks completed the business combinations of Reach Media Group Holdings, Inc. and Symon Holdings Corporation, or Symon, on April 8 and April 19, 2013, respectively. Symon was determined to be the Predecessor Company for accounting purposes and accordingly Symon's historical financials are included for comparison in RMG Networks' "as-reported" financials. Because Symon recorded results of operations on a January 31 fiscal year and because the results of Reach Media Group Holdings, Inc. are not included in Predecessor Company financials, first quarter 2014 results as-reported are not comparable with the Predecessor Company's results for first quarter 2013. In addition, our "as-reported" results include certain items and the effects of purchase accounting which we do not believe reflect the underlying performance of our business. Therefore, for ease of comparison, we provide, in the following results, adjusted results for the 2014 first quarter and pro forma combined results for the 2013 first quarter as if the companies had existed as a combined entity for the relevant periods and adjusting for the items described above.

Adjusted and Pro Forma Combined Results(3)
First Quarter Revenue. Total first quarter adjusted 2014 revenues were $12.6 million, a decrease of 16% from $15.0 million of pro forma combined revenues in the first quarter of 2013.

  • Adjusted Enterprise revenue of $10.1 million increased 7% from $9.4 million in the first quarter of 2013, due to continued sales momentum from expanded sales teams and geographic presence. Adjusted Enterprise gross margin was 57.5% compared to 60.0% in the first quarter of 2013, decreasing year over year due to sales mix but increasing sequentially from the 50.9% demonstrated in the fourth quarter of 2013.
  • Media revenue of $2.5 million decreased 54% from $5.6 million in the first quarter of 2013, primarily due to soft demand in the out-of-home advertising sector, as has been reported by other out-of-home advertising companies. The softness experienced in the first quarter resulted from, among other items, a shift in advertising dollars to Olympic broadcast TV coverage. Adjusted Media gross margin was (16.8)% compared to 31.0% in the first quarter of 2013, due primarily to significantly lower revenue failing to cover fixed costs of sales. We expect full year media gross margins to normalize as sales increase above our fixed costs in future quarters and first quarter shortfalls are recovered.

On a sequential basis, adjusted revenues decreased as expected in the first quarter to $12.6 million from $22.5 million in the fourth quarter of 2013, consistent with historical seasonality in the business.

First Quarter Operating loss and Adjusted EBITDA. Adjusted operating loss was $8.3 million compared to pro forma operating loss of $2.6 million in the first quarter of 2013. This increased loss is attributable to lower advertising revenue and gross margin in the current year period, higher operating expenses in the current year period resulting from investments made during the second half of 2013 in new sales and marketing personnel to support growth initiatives and approximately $2.1 million of additional depreciation, amortization and stock-based compensation expense.

Adjusted EBITDA loss was $5.3 million compared to pro forma combined adjusted EBITDA loss of $0.8 million in the first quarter of 2013, decreasing for the reasons described above.

Reported Results
First Quarter. Total reported revenue for the quarter ended March 31, 2014 was $11.8 million; total revenue for the predecessor company for the period from February 1 to April 19, 2013 was $7.2 million.

Operating loss for the quarter ended March 31, 2014 was $8.5 million; operating income for the predecessor company for the period from February 1 to April 19, 2013 was $3.1 million.

Growth Outlook

Though the company expects to see some continued near term weakness in the out-of-home advertising market, we continue to expect that the sales investments we made in the second half of 2013 will drive accelerated second half 2014 revenue and that we will achieve 20+% year-over-year adjusted revenue growth. Revenue growth will lead to increasing operating leverage and the company expects to generate positive adjusted EBITDA for the full year 2014.

Conference Call

Management will host a conference call to discuss these results today, Thursday, May 8, 2014 at 9:00 a.m. ET.

To access the call, please dial 866-271-5140 (toll free) or 617-213-8893 and passcode # 11531526. The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed via the Investor Relations section of RMG Networks' web site at http://ir.rmgnetworks.com/phoenix.zhtml?c=251935&p=irol-calendar. All participants should call or access the website approximately 10 minutes before the conference begins. The webcast and slide presentation will be available for replay for 90 days.

A telephonic replay of this conference call will also be available by dialing 888-286-8010 (toll free) or 617-801-6888 (passcode: 65336145) from 1:00 p.m. ET on May 8, 2014 until midnight ET on May 12, 2014.

About RMG Networks

RMG Networks (NASDAQ: RMGN) helps brands and organizations communicate more effectively using location-based video networks. The company connects brands with target audiences using video advertising networks comprised of over 200,000 display screens, reaching over 100 million consumers each month. The company also builds enterprise video networks that empower organizations to visualize critical data to better run their business. RMG Networks works with over 70% of the Fortune 100. The company is headquartered in Dallas, Texas with offices in the United States, United Kingdom, China, India, Singapore, Brazil and the U.A.E. For more information, visit http://www.rmgnetworks.com.

About Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures as defined under SEC regulations, including Adjusted EBITDA. In evaluating its business, RMG Networks considers and uses Adjusted EBITDA as a supplemental measure of its operating performance, and believes that many of the company's investors use this non-GAAP measure to monitor the company's performance. This measure should not be considered as a substitute for the most directly comparable GAAP measures and should not be used in isolation, but in conjunction with these GAAP measures. Definitions and reconciliations between non-GAAP measures and relevant GAAP measures are set forth in the tables at the end of this press release.

Cautionary Note Regarding Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding guidance relating to future financial performance, expected operating results, such as revenue growth, and efforts to grow our business.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the company's success in retaining or recruiting, or changes required in, its management and other key personnel; the limited liquidity and trading volume of the company's securities; Reach Media Group's ("RMG") history of incurring significant net losses and limited operating history; the competitive environment in the advertising markets in which the company operates; the risk that the anticipated benefits of the combination of RMG or Symon Holdings Corporation, or of other acquisitions that the company may complete, may not be fully realized; the risk that any projections, including earnings, revenues, margins or any other financial items are not realized; changing legislation and regulatory environments; business development activities, including the company's ability to contract with, and retain, customers on attractive terms; the general volatility of the market price of the company's common stock; risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act); and general economic conditions.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

(1) 2014 adjusted results; 2013 pro forma combined results; Enterprise revenues represent Products, Maintenance and Content Services, and Professional Services revenue line items; Media revenues represent Advertising revenue line item.

(2) On an "as-reported" basis for Q1 2014, Enterprise revenue of $9.2 million decreased 2%, versus Q1 2013 pro forma combined results, and total revenue was $11.8 million. 2014 adjusted results include a $209,913 add back to Enterprise revenue for the effects of purchase accounting as well as a $639,042 reclassification of a GAAP charge in Product revenue to Advertising cost of sales.

(3) 2014 adjusted results; 2013 pro forma combined results; Enterprise revenues represent Products, Maintenance and Content Services, and Professional Services revenue line items; Media revenues represent Advertising revenue line item.


                      RMG Networks Holding Corporation
                        Consolidated Balance Sheets
                    March 31, 2014 and December 31, 2013

                                                 March 31,     December 31,
                                                    2014           2013
                                               -------------  -------------
                                                (Unaudited)
Assets
Current assets:
  Cash and cash equivalents                    $   4,761,726  $   8,235,566
  Accounts receivable, net                        14,796,364     22,731,678
  Inventory, net                                   4,304,405      4,633,213
  Deferred tax assets                                 53,934         63,617
  Other current assets                             1,957,129      2,224,547
                                               -------------  -------------
Total current assets                              25,873,558     37,888,621
Property and equipment, net                        4,453,077      3,548,985
Intangible assets, net                            37,122,000     38,782,000
Goodwill                                          29,299,514     28,673,156
Loan origination fees                                914,565        971,726
Other assets                                         344,102        496,879
                                               -------------  -------------
Total assets                                   $  98,006,816  $ 110,361,367
                                               =============  =============
Liabilities and Stockholders' equity
Current liabilities:
  Accounts payable                             $   4,629,780  $   8,009,380
  Revenue share liabilities                        1,074,943      2,595,614
  Accrued liabilities                              3,627,807      4,423,896
  Deferred revenue                                10,472,602     10,074,420
  Capital leases and other                            86,228        117,710
                                               -------------  -------------
Total current liabilities                         19,891,360     25,221,020
Notes payable - non current                        8,000,000      8,000,000
Warrant liability                                  6,754,103      4,573,123
Deferred revenue - non current                     1,011,777        990,989
Deferred tax liabilities                           6,013,079      6,430,853
Capital leases and other                             404,075        392,558
                                               -------------  -------------
Total liabilities                                 42,074,394     45,608,543
                                               -------------  -------------
Commitment and Contingencies
Stockholders' equity:
  Common stock, $.0001 par value, (250,000,000
   shares authorized; 12,367,756 and
   11,920,583 shares issued and outstanding at
   March 31, 2014 and December 31, 2013,
   respectively)                                       1,237          1,192
  Additional paid-in capital                      81,058,915     77,452,317
  Accumulated comprehensive income                   304,224        299,618
  Retained earnings (accumulated deficit)        (25,431,954)   (13,000,303)
                                               -------------  -------------
Total stockholders' equity                        55,932,422     64,752,824
                                               -------------  -------------
Total liabilities and stockholders' equity     $  98,006,816  $ 110,361,367
                                               =============  =============

        See accompanying notes to consolidated financial statements.



                      RMG Networks Holding Corporation
           Consolidated Statements of Comprehensive Income (Loss)
For The Three Months Ended March 31, 2014 and The Period February 1 Through
                               April 19, 2013

                                                               Predecessor
                                                 Successor       Company
                                                  Company      February 1,
                                                Three Months       2013
                                                   Ended         Through
                                                 March 31,      April 19,
                                                    2014           2013
                                               -------------  -------------
                                                (Unaudited)
Revenue:
  Advertising                                  $   2,546,091  $           -
  Products                                         2,287,747      2,239,236
  Maintenance and content services                 4,302,725      3,594,520
  Professional services                            2,638,566      1,323,559
                                               -------------  -------------
Total Revenue                                     11,775,129      7,157,315
Cost of Revenue:
  Advertising                                      2,335,743              -
  Products                                         1,909,923      1,498,135
  Maintenance and content services                   760,146        611,692
  Professional services                            1,609,830        861,640
                                               -------------  -------------
Total Cost of Revenue                              6,615,642      2,971,467
                                               -------------  -------------
Gross Profit                                       5,159,487      4,185,848
                                               -------------  -------------
Operating expenses:
  Sales and marketing                              5,233,280      1,729,871
  General and administrative                       5,405,768      1,739,348
  Research and development                         1,091,926        512,985
  Acquisition expenses                                     -      3,143,251
  Depreciation and amortization                    1,920,033        140,293
                                               -------------  -------------
Total operating expenses                          13,651,007      7,265,748
                                               -------------  -------------
Operating income (loss)                           (8,491,520)    (3,079,900)
Other Income (Expense):
  Warrant liability expense                       (4,641,471)             -
  Interest expense and other - net                  (248,739)       (14,553)
                                               -------------  -------------
Income (loss) before income taxes                (13,381,730)    (3,094,453)
Income tax expense (benefit)                        (950,079)      (540,897)
                                               -------------  -------------
Net income (loss)                                (12,431,651)    (2,553,556)
Other comprehensive income -
  Foreign currency translation adjustments             4,606       (121,144)
                                               -------------  -------------
Total comprehensive income (loss)              $ (12,427,045) $  (2,674,700)
                                               =============  =============
    Net income (loss) per share:
  Basic and diluted net income (loss) per
   share of Common Stock                       $       (1.04)             -
                                               =============  =============
Basic and diluted net income (loss) per share
 of Class L Common Stock                                   -  $       (2.55)
                                               =============  =============
  Weighted average shares used in computing
   basic and diluted net income (loss) per
   share of Common Stock                          11,952,172              -
                                               =============  =============
  Weighted average shares used in computing
   basic and diluted net income (loss) per
   share of Class L Common Stock                           -      1,000,000
                                               =============  =============
  Weighted average shares used in computing
   basic and diluted net income (loss) per
   share of Class A Non-Voting Common Stock                -         68,889
                                               =============  =============



                      RMG Networks Holding Corporation
              Pro Forma Consolidated Statements of Operations

                                                        First Quarter
                                                     2014          2013
                                                 ------------  ------------

Revenues -
Advertising                                         2,546,091     5,592,874
Product sales                                       2,926,789     3,415,497
Maintenance and content services                    4,512,638     4,082,034
Professional services                               2,638,566     1,924,499
                                                 ------------  ------------
                    Total                          12,624,084    15,014,904
                                                 ------------  ------------

Cost of Revenues -
Advertising                                         2,974,785     3,856,742
Product sales                                       1,909,923     1,962,789
Maintenance and content services                      760,146       683,299
Professional services                               1,609,830     1,124,341
                                                 ------------  ------------
                    Total                           7,254,684     7,627,171
                                                 ------------  ------------

Gross Profit                                        5,369,400     7,387,733

Operating Expenses                                 13,651,007     9,952,510
                                                 ------------  ------------

Operating Income (Loss)                            (8,281,607)   (2,564,777)
                                                 ------------  ------------



                      RMG Networks Holding Corporation
                   Consolidated Statements of Cash Flows
For The Three Months Ended March 31, 2014 and The Period February 1 through
                               April 19, 2013

                                                               Predecessor
                                                 Successor       Company
                                                  Company      February 1,
                                               Three Months        2013
                                                   Ended         Through
                                                 March 31,      April 19,
                                                    2014           2013
                                               -------------  -------------
                                                (Unaudited)
Cash flows from operating activities
  Net income (loss)                            $ (12,431,651) $  (2,553,556)
    Adjustments to reconcile net income (loss)
     to net cash provided by (used in)
     operating activities:
Depreciation and amortization                      1,920,033        140,293
Change in warrant liability                        4,641,471              -
Stock-based compensation                           1,029,688              -
Non-cash loan origination fees                        57,161              -
Non-cash consulting expense                          144,750              -
Non-cash directors' fees                             116,464              -
Deferred tax (benefit)                              (950,081)       (12,294)
Changes in operating assets and liabilities:
  Accounts receivable                              7,935,314      2,846,332
  Inventory                                          328,808       (488,722)
  Other current assets                               267,418       (154,529)
  Other assets, net                                    8,027         12,572
  Accounts payable                                (3,379,598)    (2,978,808)
  Accrued liabilities                             (2,421,096)      (767,991)
  Deferred revenue                                   418,971       (372,579)
                                               -------------  -------------
Net cash provided by (used in) operating
 activities                                       (2,314,321)    (4,329,282)
                                               -------------  -------------

Cash flows from investing activities
Purchases of property and equipment               (1,164,125)       (86,470)
                                               -------------  -------------
Net cash provided by (used in) investing
 activities                                       (1,164,125)       (86,470)
                                               -------------  -------------

Cash flows from financing activities                       -              -

Effect of exchange rate changes on cash                4,606       (121,144)

Net increase (decrease) in cash and cash
 equivalents                                      (3,473,840)    (4,536,896)

Cash and cash equivalents, beginning of period     8,235,566     10,203,169
                                               -------------  -------------

Cash and cash equivalents, end of period       $   4,761,726  $   5,666,273
                                               =============  =============

Supplemental disclosures of cash flow
 information:
    Cash paid during the period for interest   $     100,480  $       2,053
    Cash paid during the period for income
     taxes                                     $           -  $     150,000



                      RMG Networks Holding Corporation
            Reconciliation of Operating Loss to Adjusted EBITDA


                                                        First Quarter
                                                     2014          2013
                                                 ------------  ------------

Operating income (loss) per Statement of
 Comprehensive Income                              (8,491,520)   (3,079,900)

Predecessor Company operating loss for the
 period April 1 through April 19, 2013                            3,018,415

Predecessor Company operating loss for the
 period January 1 through January 31, 2013                          (59,788)

Reach Media Group Holdings Corporation operating
 loss for the period January 1 through March 31,
 2013                                                            (2,443,504)

Revenues that would have been recognized in the
 period had the balance in deferred revenue at
 the acquisition date not been required to be
 adjusted to market value at the acquisition
 date in accordance with GAAP purchase
 accounting guidelines                                209,913
                                                 ------------  ------------

Pro-Forma Operating Income (Loss)                  (8,281,607)   (2,564,777)

Depreciation and amortization                       1,920,033       815,032
Acquisition expenses                                        0       904,108
Stock-based compensation                            1,029,688             0
                                                 ------------  ------------

                    Adjusted EBITDA                (5,331,886)     (845,637)
                                                 ------------  ------------

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Contact:
For RMG Networks Holding Corporation
Investor
Carolyn M. Capaccio
212-838-3777
Email Contact

or

Media
TallGrass Public Relations
Sheree N. Johnson
917-783-7349
Email Contact

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