RealNetworks Announces First Quarter 2008 Results

May 8, 2008 4:00 PM EDT

SEATTLE, May 8 /PRNewswire-FirstCall/ -- Digital entertainment services company RealNetworks(R), Inc. (Nasdaq: RNWK) today announced results for the first quarter ended March 31, 2008.

    Quarterly Highlights:
    -- Revenue of $147.6 million
    -- Net income of $2.4 million or $0.02 per diluted share
    -- Adjusted EBITDA of $19.9 million

"With solid first quarter performance, 2008 is off to a great start," said Rob Glaser, CEO of RealNetworks. "Our results exceeded our expectations across every major business."

In a separate release today, RealNetworks announced that it intends to spin off its games business and distribute shares in the newly created games company to its shareholders. Information on that announcement can be found at http://investor.realnetworks.com/games.

For the first quarter of 2008, revenue grew 14% to $147.6 million compared with $129.5 million for the first quarter of 2007. Revenue growth in the first quarter of 2008 compared with the first quarter of 2007 was due to: a 33% increase in Games revenue to $31.8 million; a 12% increase in Music revenue to $38.1 million; a 15% increase in Technology Products and Solutions revenue to $51.3 million, due in part to the acquisition of SonyNetServices and Exomi in 2007; and a 2% decline in Media Software and Services revenue to $26.4 million. Foreign currency exchange rate fluctuations positively affected 2008 first quarter revenue by approximately $2.0 million compared with the first quarter of 2007.

Net income for the first quarter of 2008 was $2.4 million or $0.02 per diluted share, compared with $40.0 million or $0.22 per diluted share in the first quarter of 2007. Results for the first quarter of 2007 included the final payment of $61 million related to Real's antitrust settlement and commercial agreements with Microsoft. Further information regarding these payments can be found in Real's SEC filings.

Adjusted EBITDA for the first quarter of 2008 was $19.9 million compared with $11.9 million in the first quarter of 2007. A reconciliation of GAAP net income to adjusted EBITDA is provided in the financial tables that accompany this release.

Gross margin was 62% in the first quarter of 2008 compared with 65% in the first quarter of 2007. Operating expenses for the first quarter of 2008 were $103.7 million, compared with $29.8 million in the first quarter of 2007. Operating expenses in the year-ago quarter were reduced by the $61 million payment related to the Microsoft settlement. Operating expenses in the first quarter of 2008 included $7.3 million of related party advertising in Rhapsody America.

As of March 31, 2008, Real had approximately $539.6 million in unrestricted cash, cash equivalents and short-term investments and $100 million of convertible debt.

Acquisition of Trymedia

In April 2008, Real acquired substantially all of the assets of Trymedia, a pioneer in casual games syndication from Macrovision for a total upfront cash payment of approximately $4 million. The acquisition is part of Real's strategy to build reach through syndicated distribution partnerships. With more than 250 partners including AOL, Yahoo!, Telstra and T-Online, Trymedia provides innovative syndication and commerce solutions that enable portals, online retailers and game developers to securely distribute PC games through physical and digital channels and maximize revenue throughout a game's lifetime.

Additional $50 million Stock Repurchase Program Authorized

In addition, the RealNetworks Board of Directors approved a share repurchase program of up to $50 million. Under the program, Real is authorized to repurchase up to $50 million of outstanding shares of common stock from time to time, depending on market conditions, share price and other factors. Repurchases may be made in the open market or through private transactions, in accordance with SEC requirements. Real may enter into a Rule 10(b)5-1 plan designed to facilitate the repurchase of all or a portion of the repurchase amount. Further, the repurchase program does not require Real to acquire a specific number of shares and may be terminated under certain conditions.

Real completed a previous $100 million stock repurchase program in the fourth quarter of 2007, repurchasing a total of approximately 13.9 million shares. Since the beginning of 2005, Real has repurchased approximately 44.2 million shares through its repurchase programs for $331.9 million.

Business Outlook

The following forward-looking statements reflect Real's expectations as of May 8, 2008. It is not Real's general practice to update these forward-looking statements until its next quarterly results announcement. For the full year 2008, Real expects revenue in the range of $628 million to $648 million, which includes approximately $12 million as a result of the acquisition of Trymedia. Real expects 2008 GAAP net income per share of $(0.05) to $0.00, and adjusted EBITDA of $62 million to $74 million, which reflects the higher-than-anticipated results of the first quarter offset by an approximate $5 million dilutive impact from the acquisition of Trymedia. Real's earnings per share guidance for 2008 includes tax expense of between $3 million and $6 million, and pretax income is expected to be between a loss of $(5) million and income of $6 million.

For the second quarter of 2008, Real expects revenue in the range of $151 million to $155 million, which includes approximately $4 million as a result of the acquisition of Trymedia. Real expects second quarter GAAP net income per share of $(0.04) to $0.00, and expects adjusted EBITDA of between $14 million and $17 million, which includes an approximate $2 million dilutive impact from the acquisition of Trymedia. Real's earnings per share guidance for the second quarter of 2008 includes tax expense in the range of $2 million to a benefit of $0.5 million, and pretax income is expected to be between a loss of $(3.5) million and a loss of $(0.5) million. For 2008, Real expects that small changes in its pre-tax earnings will result in large changes to its GAAP tax rate, which could significantly impact Real's quarterly GAAP results.

Webcast and Conference Call Information

The Company will host a webcast and conference call today at 5:00pm (Eastern)/ 2:00pm (Pacific). The live webcast featuring slides and audio, will be available at http://investor.realnetworks.com. Listeners must use RealPlayer(R) to listen to the conference call, which can be downloaded for free at http://www.real.com. The on-demand webcast will be available approximately two hours following the conclusion of the live webcast. Participants may access the conference call by dialing 800-857-5305

(773-681-5857 for international callers). The passcode is "First Quarter Earnings," and the leader is Rob Glaser. Telephonic replay will be available until 8:00 p.m. (Eastern), May 22, 2008. Dial In: 866-424-3998 (for domestic callers); and 203-369-0851 (for international callers).

    RNWK-F

    For More Information Contact
    Press: Bill Hankes, (206) 892-6614, bhankes@real.com
    Financial: Marj Charlier, (206) 892-6718, mcharlier@real.com

ABOUT REALNETWORKS

RealNetworks, Inc. delivers digital entertainment services to consumers via PC, portable music player, home entertainment system and mobile phone. Real created the streaming media category in 1995 and has continued to lead the market with pioneering products and services, including: RealPlayer(R), the first mainstream media player to enable one-click downloading and recording of Internet video; the award-winning Rhapsody(R) digital music service, which delivers more than 1 billion songs per year; RealArcade(R), one of the largest casual games destinations on the Web; and a variety of mobile entertainment services, such as ringback tones, offered to consumers through leading wireless carriers around the world. RealNetworks' corporate information is located at http://www.realnetworks.com/company.

About Non-GAAP Financial Measures

To supplement RealNetworks' condensed consolidated financial statements presented in accordance with GAAP, we present investors with certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses.

    -- Adjusted EBITDA and adjusted EBITDA by reporting segment consist of net
       income excluding the impact of the following:  interest income, net;
       income taxes; depreciation; amortization (net of minority interest
       effect); stock-based compensation; expenses for employee stock options
       that were converted to cash rights; equity investment gains and losses
       from sales or impairments; income and expenses including charitable
       contributions related to the Microsoft agreements; and gain on initial
       formation of Rhapsody America.
    -- Adjusted cost of revenue consists of GAAP cost of revenue excluding
       stock-based compensation expenses, and acquisition costs including
       amortization of intangible assets (net of minority interest effect) and
       expenses for employee stock options that were converted to cash rights.
    -- Adjusted operating expenses consist of GAAP operating expenses
       excluding stock-based compensation expenses, antitrust litigation
       expenses (benefits) and acquisition costs including amortization of
       intangible assets (net of minority interest effect) and expenses for
       employee stock options that were converted to cash rights.

RealNetworks believes that the presentation of adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses provides important supplemental information to management and investors regarding financial and business trends relating to the company's financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with our past financial reports, and also facilitates comparisons with other companies in our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used these non-GAAP measures when evaluating operating performance because the inclusion or exclusion of the items described above provides additional useful measures of our operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors in order to enable them to perform additional analyses of past, present and future operating performance, to enable them to compare us to other companies, and as a supplemental means to evaluate our ongoing operations. Externally, we believe that adjusted EBITDA continues to be useful to investors in their assessment of our operating performance and the valuation of our company.

Internally, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses are significant measures used by management for purposes of:

    -- supplementing the financial results and forecasts reported to our board
       of directors;
    -- evaluating the operating performance of our company which includes
       direct and incrementally controllable revenue and costs of operations,
       but excludes items considered by management to be either non-cash or
       non-operating such as interest income and expense, stock-based
       compensation, tax expense, deferred tax valuation allowance changes,
       depreciation and amortization;
    -- managing and comparing performance internally across our businesses and
       externally against our peers;
    -- establishing internal operating budgets; and
    -- evaluating and valuing potential acquisition candidates.

Adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of RealNetworks' results as reported under GAAP. We expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. Some of the limitations in relying on our non-GAAP financial measures are:

    -- Adjusted EBITDA and adjusted EBITDA by reporting segment are measures
       which we have defined for internal and investor purposes and are not in
       accordance with GAAP.  A further limitation associated with these
       measures is that they do not include all costs and income that impact
       our net income and net income per share.  We compensate for these
       limitations by prominently disclosing GAAP net income, which we believe
       is the most directly comparable GAAP measure, and providing investors
       with reconciliations from GAAP net income to adjusted EBITDA and
       adjusted EBITDA by reporting segment.
    -- Adjusted cost of revenue is limited in that it does not include
       stock-based compensation expenses, and certain costs associated with
       our acquisitions.  Adjusted operating expenses are limited in that they
       do not include stock-based compensation expenses, antitrust litigation
       expenses (benefit) and certain costs associated with our acquisitions.
       We compensate for these limitations by prominently disclosing the
       reported GAAP results and providing investors with a reconciliation
       from GAAP to the adjusted amount.

In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP net income to adjusted EBITDA, income before income taxes to adjusted EBITDA by reporting segment, GAAP cost of revenue to adjusted cost of revenue and GAAP operating expenses to adjusted operating expenses for the relevant periods.

Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to Real's announced intention to spin off its games business and distribute

shares in the games business to Real's shareholders and statements relating to Real's future revenue, GAAP net income (loss) per share, adjusted EBITDA, pre-tax income, income tax expense, interest income, depreciation and amortization and stock-based compensation expense. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: risks associated with the ability to complete the proposed spin off transactions and their impact on the games business and Real's remaining businesses; potentially large changes in Real's GAAP tax rate that could result from even small changes in Real's pretax earnings; development and consumer acceptance of legal online music distribution services generally and RealNetworks' content services in particular because these are relatively new and unproven business models and markets; risks associated with the creation and operation of Rhapsody America; risks associated with acquisitions generally, and the acquisitions of WiderThan, Sony NetServices, GameTrust, Trymedia and Exomi in particular, including the risks of integration, unknown liabilities and operations in new markets and geographies; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings; the emergence of new entrants and competition in the market for digital media subscription offerings and online music sales; the impact on our gross margins of content costs and from the mix of subscribers to subscription offerings with higher content costs than others; competitive risks, including competing technologies, products and services, and the competitive activities of our larger competitors, some of which have strong ties to streaming media users through other products; risks associated with the introduction of new products and services; risks inherent in strategic relationships, especially with competitors, and technology and service integration efforts; and risks relating to the ability of Real's strategic partners to generate subscribers for Real's digital content services. More information about potential risk factors that could affect RealNetworks' business and financial results is included in RealNetworks' annual report on Form 10-K for the most recent year ended December 31, and its quarterly reports on Form 10-Q and from time to time in other reports filed by RealNetworks with the Securities and Exchange Commission. More information about risks relating to the potential spin off of the games business is listed in the safe harbor for forward looking statements contained in the press release announcing the proposed spin off transaction as well as in our Form 10-Q to be filed for the quarter ended March 31, 2008. The preparation of our financial statements and forward-looking financial guidance requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. The Company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

RealNetworks, Rhapsody, RealPlayer and RealArcade are trademarks or registered trademarks of RealNetworks, Inc. or its subsidiaries. All other companies or products listed herein are trademarks or registered trademarks of their respective owners.


                     RealNetworks, Inc. and Subsidiaries
               Condensed Consolidated Statements of Operations
                                 (Unaudited)

                                                    Quarters Ended
                                                       March 31,
                                               2008                 2007
                                         (in thousands, except per share data)

    Net revenue                              $147,563             $129,472

    Cost of revenue                            55,393               45,943

      Gross profit                             92,170               83,529

    Operating expenses:
      Research and development                 25,006               23,479
      Sales and marketing                      53,596               49,700
      Advertising with related party (A)        7,340                  -
      General and administrative               17,084               17,354
      Restructuring charge                        686                  -

        Subtotal operating expenses           103,712               90,533

      Antitrust litigation benefit, net (B)       -                (60,747)

        Total operating expenses              103,712               29,786

    Operating (loss) income                   (11,542)              53,743

    Other income (expenses):
      Interest income, net                      4,958                9,102
      Equity in net loss of investments           (91)                (132)
      Minority interest in Rhapsody
       America (C)                              8,615                  -
      Gain on sale of interest in Rhapsody
       America (D)                              3,726                  -
      Other income                                768                  467

        Other income, net                      17,976                9,437

    Income before income taxes                  6,434               63,180
    Income taxes                               (4,008)             (23,219)

    Net income                                 $2,426              $39,961

    Basic net income per share                  $0.02                $0.25
    Diluted net income per share                $0.02                $0.22

    Shares used to compute basic net income
     per share                                142,491              161,350
    Shares used to compute diluted net income
     per share                                154,736              178,053

    (A) Consists of advertising purchased by Rhapsody America from MTV
        Networks (MTVN).  MTVN has a 49% ownership interest in Rhapsody
        America.

    (B) Consists of amounts received under the Settlement and Commercial
        agreements with Microsoft, net of certain legal fees, personnel costs,
        public relations and other professional service fees incurred related
        to antitrust complaints against Microsoft, including proceedings in
        the European Union.

    (C) Minority interest reflects MTVN's 49% ownership share in the losses of
        Rhapsody America.

    (D) Consists of gains realized from MTVN's note payments to Rhapsody
        America.



                     RealNetworks, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheets
                                 (Unaudited)

                                             March 31,         December 31,
                                               2008                2007
                                                    (in thousands)
                                     ASSETS
    Current assets:
      Cash and cash equivalents              $478,737             $476,697
      Short-term investments                   60,892               79,932
      Trade accounts receivable, net           72,718               84,674
      Deferred costs, current portion           7,149                6,408
      Prepaid expenses and other current
       assets                                  29,760               33,845

        Total current assets                  649,256              681,556

    Equipment, software, and leasehold
     improvements, at cost:
      Equipment and software                  116,899              109,621
      Leasehold improvements                   30,789               30,632
        Total equipment, software, and
         leasehold improvements               147,688              140,253
      Less accumulated depreciation and
       amortization                            89,401               83,756

        Net equipment, software, and
         leasehold improvements                58,287               56,497

    Restricted cash equivalents                15,518               15,509
    Equity investments                          9,125                9,976
    Other assets                               13,909               10,161
    Deferred tax assets, net, non-current
     portion                                   41,176               40,913
    Other intangible assets, net               97,904              107,677
    Goodwill                                  347,848              353,153

        Total assets                       $1,233,023           $1,275,442


                      LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
      Accounts payable                        $46,228              $56,160
      Accrued and other liabilities           100,800              114,136
      Deferred revenue, current portion        40,308               39,564
      Related party payable (A)                 8,299               17,241
      Convertible debt                        100,000              100,000
      Accrued loss on excess office facilities,
       current portion                          4,171                3,389

        Total current liabilities             299,806              330,490

    Deferred revenue, non-current
     portion                                    1,874                2,663
    Accrued loss on excess office facilities,
     non-current portion                        5,688                7,311
    Deferred rent                               4,637                4,518
    Deferred tax liabilities, net, non-current
     portion                                   20,227               22,060
    Other long-term liabilities                10,402               13,683

        Total liabilities                     342,634              380,725

    Minority interest (B)                      14,678               19,613

    Shareholders' equity                      875,711              875,104

        Total liabilities and shareholders'
         equity                            $1,233,023           $1,275,442

    (A) Related party payable reflects amounts owed to MTVN.

    (B) Minority interest reflects MTVN's 49% ownership in the net assets of
        Rhapsody America.



                     RealNetworks, Inc. and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

                                                 Quarters Ended March 31,
                                                2008                2007
                                                    (in thousands)
    Cash flows from operating activities:
      Net income                               $2,426              $39,961
      Adjustments to reconcile net income
       to net cash (used in) provided by
       operating activities:
        Depreciation and amortization          12,971                9,933
        Stock-based compensation                5,489                5,685
        Loss on disposal of equipment, software,
         and leasehold improvements                75                   41
        Equity in net loss of investments          91                  132
        Excess tax benefit from stock option
         exercises                                (50)                (294)
        Accrued loss on excess office
         facilities                              (841)                (943)
        Deferred income taxes                    (939)              (3,944)
        Minority interest in Rhapsody America  (8,615)                 -
        Gain on sale of interest in Rhapsody
         America                               (3,726)                 -
        Other                                      32                   26
        Net change in certain assets and
         liabilities, net of acquisitions     (18,202)              11,492

        Net cash (used in) provided by
         operating activities                 (11,289)              62,089

    Cash flows from investing activities:
      Purchases of equipment, software,
       and leasehold improvements              (7,203)              (3,839)
      Purchases of short-term investments     (49,798)             (55,432)
      Proceeds from sales and maturities
       of short-term investments               68,838               57,124
      Purchases of intangible assets              -                 (2,038)
      Proceeds from the sales of equity
       investments                                350                  -
      Payment of acquisition costs, net of
       cash acquired                           (6,011)                 -
      Decrease (increase) in restricted
       cash equivalents                            (9)               1,800

        Net cash provided by (used in)
         investing activities                   6,167               (2,385)

    Cash flows from financing activities:
      Net proceeds from sales of common
       stock under employee stock purchase
       plan and exercise of stock options       1,072                3,776
      Net proceeds from sales of interest
       in Rhapsody America                      7,406                  -
      Excess tax benefit from stock option
       exercises                                   50                  294
      Repurchase of common stock                  -                (78,481)

        Net cash provided by (used in)
         financing activities                   8,528              (74,411)

    Effect of exchange rate changes on cash    (1,366)                 687

        Net increase (decrease) in cash and
         cash equivalents                       2,040              (14,020)

    Cash and cash equivalents, beginning
     of period                                476,697              525,232

    Cash and cash equivalents, end of
     period                                  $478,737             $511,212



                     RealNetworks, Inc. and Subsidiaries
                      Supplemental Financial Information
                                 (Unaudited)

                             2008                    2007
                              Q1        Q4        Q3          Q2        Q1
                                                        (in thousands)
    Net Revenue by Line
     of Business:
    Consumer products and
     services (A)          $96,286   $96,998   $91,824     $87,115   $85,040
    Technology products
     and solutions (B)      51,277    59,884    53,271      49,056    44,432

    Total net revenue     $147,563  $156,882  $145,095    $136,171  $129,472

    Consumer Products and
     Services:
    Subscriptions (C)      $55,193   $54,784   $55,551     $51,091   $51,490
    Media properties (D)    18,702    20,438    16,071      17,748    15,932
    E-commerce and
     other (E)              22,391    21,776    20,202      18,276    17,618

    Total consumer
     products and
     services revenue      $96,286   $96,998   $91,824     $87,115   $85,040

    Consumer Products and
     Services:
    Music (F)              $38,079   $40,540   $37,658     $36,801   $34,127
    Media software and
     services (G)           26,409    25,572    25,346      25,419    27,011
    Games (H)               31,798    30,886    28,820      24,895    23,902

    Total consumer
     products and
     services revenue      $96,286   $96,998   $91,824     $87,115   $85,040

    Net Revenue by
     Geography:
    United States          $99,169   $96,806   $91,281     $88,035   $84,554
    Rest of world           48,394    60,076    53,814      48,136    44,918

    Total net revenue     $147,563  $156,882  $145,095    $136,171  $129,472

    Subscribers
     (presented as
     greater than)*:
    Total subscribers (I)   32,200    30,200    29,250      26,150    24,550
    Technology products
     and solutions
     application services
     subscribers (J)        29,500    27,600    26,600      23,600    21,900
    Music subscribers:
     Consumer music
      subscribers (K)        1,875     1,900     1,925       1,850     1,875
     Technology products
      and solutions
      application
      services music
      subscribers (L)          800       825       825         825       800
    Total Music
     Subscribers**           2,675     2,725     2,750       2,675     2,675

    *   Beginning the quarter ended December 31, 2006, total subscribers
        reflect the inclusion of subscribers related to wireless carrier
        application subscription services. Total music subscribers includes
        subscribers from our technology products and solutions application
        subscription services, such as music-on-demand, as well as our
        consumer music services, such as Rhapsody and Premium Radio. Although
        music-on-demand subscribers are included in the technology products
        and solutions application services subscribers and total music
        subscribers, these subscribers are only counted once as part of our
        total subscribers.

    **  Prior periods have been changed to reflect current period
        presentation. Totals may not equal due to rounding convention.

    (A) Revenue is derived from consumer digital media subscription services,
        RealPlayer Plus and related products, sales and distribution of third
        party software products, content such as games and music and
        advertising.

    (B) Revenue is derived from carrier application services such as ringback
        tones and music-on-demand, media delivery system software, support and
        maintenance services, broadcast hosting services and consulting
        services.

    (C) Revenue is derived from consumer digital media subscription services
        including:  SuperPass, RadioPass, Rhapsody, GamePass and stand-alone
        subscriptions.

    (D) Revenue is derived from advertising and through the distribution of
        third party products.

    (E) Revenue is derived from RealPlayer Plus and related products, sales
        of third party software products, and content such as games and music.

    (F) Revenue is derived from Rhapsody and RadioPass subscription services
        and sales of music content, advertising generated from our music and
        music related websites and the distribution of third party products.

    (G) Revenue is derived from SuperPass subscriptions, RealPlayer Plus and
        related products, stand-alone subscription services, sales and
        distribution of third-party software products and advertising related
        to our non-game and non-music related web properties.

    (H) Revenue is derived from GamePass subscription service, sales of
        games, advertising generated from our games and game-related websites
        and the distribution of third-party products.

    (I) Total subscribers include technology products and solutions
        application services and consumer subscription services including:
        ringback tones, music-on-demand, video-on-demand, Rhapsody, Rhapsody-
        to-Go, RadioPass, SuperPass, GamePass, and stand-alone subscriptions.

    (J) Technology products and solutions application service subscribers
        include: ringback tones, music-on-demand and video-on-demand.

    (K) Consumer music subscribers include: Rhapsody, Rhapsody-to-Go, premium
        radio, and music-on-demand.

    (L) Technology products and solutions application services music
        subscribers include subscribers from application services including
        music-on-demand.



                     RealNetworks, Inc. and Subsidiaries
                      Supplemental Financial Information
                                 (Unaudited)

     Reconciliation of GAAP net income to adjusted EBITDA is as follows:

                                                Quarters Ended

                               March 31, Dec. 31, Sept. 30, June 30, March 31,
                                 2008      2007     2007      2007     2007
                                                (in thousands)
    Net income in accordance
     with GAAP                  $2,426   $2,685    $4,342    $1,327  $39,961
    Interest income, net        (4,958)  (6,417)   (7,290)   (8,065)  (9,102)
    Stock-based compensation     5,489    6,627     5,984     5,622    5,685
    Loss (gain) on equity
     investments                   -         34       -        (132)     -
    Conversion of WiderThan
     stock options to a cash
     equivalent                     89      190       413       614      845
    Depreciation and
     amortization                6,282    5,703     6,210     5,661    4,621
    Acquisitions related
     intangible asset
     amortization (net of
     minority interest effect)   6,315    6,639     5,583     5,311    5,312
    Gain on initial formation of
     Rhapsody America              -        -      (3,866)      -        -
    Expenses (benefit) related
     to antitrust litigation:
      Income                       -        -         -         -    (61,000)
      Expenses                     202      179       201       202      471
      Charitable contributions     -        -         -         -      1,921
    Income taxes                 4,008       47     2,012     2,178   23,219

    Adjusted EBITDA            $19,853  $15,687   $13,589   $12,718  $11,933



                     RealNetworks, Inc. and Subsidiaries
                        Segment Results of Operations
                                 (Unaudited)

                                         Quarter Ended March 31, 2008
                                   Music   Consumer   TPS              Grand
                                    (A)      (B)      (C)     Other    Total
                                                (in thousands)

    Net revenue                   $38,079  $58,207  $51,277     $-   $147,563

    Cost of revenue                21,519   12,613   21,261      -     55,393

    Gross profit                   16,560   45,594   30,016      -     92,170
    Gross margin                      43%      78%      59%      -        62%

    Operating expenses:
      Advertising with related
       party                        7,340      -        -        -      7,340
      Restructuring charge            -        -        -        686      686
      Other operating expenses     25,631   37,632   32,186      237   95,686
        Total operating expenses   32,971   37,632   32,186      923  103,712

    Income (loss) from operations (16,411)   7,962   (2,170)    (923) (11,542)

    Other income (expenses):
      Interest income, net            -        -        -      4,958    4,958
      Minority interest             8,615      -        -        -      8,615
      Equity in net loss of
       investments                    -        -        -        (91)     (91)
      Gain on sale of interest in
       Rhapsody America             3,726      -        -        -      3,726
      Other income                    -        -        -        768      768

        Other income, net          12,341      -        -      5,635   17,976

    Income (loss) before income
     taxes                        $(4,070)  $7,962  $(2,170)  $4,712   $6,434

Reconciliation of segment GAAP income before taxes to segment adjusted EBITDA is as follows:

      Income (loss) before income
       taxes                      $(4,070)  $7,962  $(2,170)  $4,712   $6,434
      Interest income, net            -        -        -     (4,958)  (4,958)
      Stock-based compensation      1,079    1,836    2,574      -      5,489
      Conversion of WiderThan stock
       options to a cash equivalent   -        -         89      -         89
      Acquisitions related
       intangible asset
       amortization (D)               384      805    5,126      -      6,315
      Gain on initial formation of
       Rhapsody America               -        -        -        -        -
      Depreciation and
       amortization (D)             1,410    2,041    2,831      -      6,282
      Expenses (benefit) related
       to antitrust litigation:
        Income                        -        -        -        -        -
        Expenses                      -        -        -        202      202
        Charitable contributions      -        -        -        -        -
           Adjusted EBITDA        $(1,197) $12,644   $8,450     $(44) $19,853



                                         Quarter Ended March 31, 2007
                                   Music   Consumer  TPS              Grand
                                    (A)      (B)     (C)      Other   Total
                                                (in thousands)

    Net revenue                   $34,127  $50,913  $44,432     $-   $129,472

    Cost of revenue                18,875    9,128   17,940      -     45,943

    Gross profit                   15,252   41,785   26,492      -     83,529
    Gross margin                      45%      82%      60%      -        65%

    Operating expenses:
      Other operating expenses     24,949   32,907   30,538  (58,608)  29,786
        Total operating expenses   24,949   32,907   30,538  (58,608)  29,786

    Income (loss) from operations  (9,697)   8,878   (4,046)  58,608   53,743

    Other income (expenses):
      Interest income, net            -        -        -      9,102    9,102
      Equity in net loss of
       investments                    -        -        -       (132)    (132)
      Other income                    -        -        -        467      467

        Other income, net             -        -        -      9,437    9,437

    Income (loss) before income
     taxes                        $(9,697)  $8,878  $(4,046) $68,045  $63,180

Reconciliation of segment GAAP income before taxes to segment adjusted EBITDA is as follows:

      Income (loss) before income
       taxes                      $(9,697)  $8,878  $(4,046) $68,045  $63,180
      Interest income, net            -        -        -     (9,102)  (9,102)
      Stock-based compensation      1,040    2,256    2,389      -      5,685
      Conversion of WiderThan
       stock options to a cash
       equivalent                     -        -        845      -        845
      Acquisitions related
       intangible asset
       amortization (D)                22      723    4,567      -      5,312
      Depreciation and
       amortization (D)             1,260    1,417    1,944      -      4,621
      Expenses (benefit) related
       to antitrust litigation:
        Income                        -        -        -    (61,000) (61,000)
        Expenses                      -        -        -        471      471
        Charitable contributions      -        -        -      1,921    1,921
          Adjusted EBITDA         $(7,375) $13,274   $5,699     $335  $11,933


    Note:  Cost of revenue and operating expenses of the segments shown above
           include costs directly attributable to those segments and an
           allocation of general and administrative and other common or shared
           costs.

    (A) The Music segment primarily includes revenue and related costs from:
        Rhapsody America's Rhapsody and Radiopass subscription services; sales
        of digital music content through the Rhapsody service and the
        RealPlayer music store; and advertising from music websites.

    (B) The Consumer segment primarily includes revenue and related costs
        from: the sale of individual games through our RealArcade service and
        our Games related websites; our GamePass and FunPass subscription
        service; our SuperPass and stand-alone premium video subscription
        services; RealPlayer Plus and related products; sales and distribution
        of third-party software products; and all advertising other than that
        related directly to our Music businesses.

    (C) TPS comprises our Technology Products and Solutions segment which
        includes revenue and related costs from: sales of ringback tone,
        music-on-demand, video-on-demand, messaging, and information services;
        sales of media delivery system software, including Helix system
        software and related authoring and publishing tools, both directly to
        customers and indirectly through original equipment manufacturer (OEM)
        channels; support and maintenance services sold to customers who
        purchase software products; broadcast hosting services; and consulting
        and professional services that are offered to customers.

    (D) Net of minority interest effect within our Music segment.



                     RealNetworks, Inc. and Subsidiaries
                      Supplemental Financial Information
                                 (Unaudited)

                                       Quarter Ended March 31, 2008

                                                     WiderThan
                                              Acquis- Options
                                              itions   Conv-
                                              Related  erted   Anti-
                                     Stock-  Intangible to a   trust
                                     Based     Asset    Cash  Litiga-
                              As     Compen- Amortiz-  Equiv-  tion
                           Reported  sation  ation (A)  alent Related Adjusted
                                              (in thousands)
    Expenses in accordance
     with GAAP

    Cost of revenue        $55,393    $(234) $(2,315)  $(21)    $-     $52,823

    Operating expenses:
      Research and
       development         $25,006  $(1,913)    $-     $(46)    $-     $23,047
      Sales and marketing   53,596   (1,908)  (4,000)   (22)     -      47,666
      Advertising with
       related party         7,340      -        -      -        -       7,340
      General and
       administrative       17,084   (1,434)     -      -       (202)   15,448
      Restructuring charge     686      -        -      -        -         686

        Total adjusted
         operating expenses,
         net              $103,712  $(5,255) $(4,000)  $(68)   $(202)  $94,187



                                      Quarter Ended March 31, 2007

                                                     WiderThan
                                              Acquis- Options
                                              itions   Conv-
                                              Related  erted   Anti-
                                     Stock-  Intangible to a   trust
                                     Based     Asset    Cash  Litiga-
                              As     Compen- Amortiz-  Equiv-  tion
                           Reported  sation    ation   alent  Related Adjusted
                                              (in thousands)
    Expenses in
     accordance with GAAP

   Cost of revenue         $45,943    $(159) $(2,144) $(127)    $-     $43,513

    Operating expenses:
    Research and
     development           $23,479  $(1,772)    $-    $(151)    $-     $21,556
    Sales and marketing     49,700   (2,387)  (3,168)  (349)     -      43,796
    General and
     administrative         17,354   (1,367)     -     (218)  (2,139)   13,630
    Antitrust litigation
     benefit, net          (60,747)     -        -      -     60,747       -

     Total adjusted
      operating expenses,
      net                  $29,786  $(5,526) $(3,168) $(718) $58,608   $78,982

    (A) - Net of minority interest effect.



                     RealNetworks, Inc. and Subsidiaries
                      Supplemental Financial Information

    A reconciliation of GAAP net income guidance for the quarter ending June
30, 2008 and the full year ending December 31, 2008 to adjusted EBITDA
guidance is as follows:



                               Quarter Ending               Year Ending
                                June 30, 2008             December 31, 2008
                              Low            High         Low          High
     Net income in
      accordance with GAAP   $(5.4)          $-         $(8.0)          $-

     Interest income,
      net                     (3.2)         (3.4)       (13.0)        (14.0)
     Stock-based compensation
     and conversion of
     WiderThan stock options
     to a cash equivalent      5.6           6.5         22.0          26.0
     Depreciation and
     amortization, including
     acquisitions related
     intangible asset
     amortization (net of
     minority interest
     effect)                  15.0          14.4         58.0          56.0
     Income taxes              2.0          (0.5)         3.0           6.0
     Total adjusted EBITDA   $14.0         $17.0        $62.0         $74.0

SOURCE RealNetworks, Inc.


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