Form 8-K REALNETWORKS INC For: Feb 04

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February 4, 2015 4:09 PM EST

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________________________________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K�

__________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February�4, 2015�

__________________________

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)�

__________________________

�



WASHINGTON	�	0-23137	�	91-1628146
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(I.R.S. Employer Identification No.)

1501 First Avenue South, Suite�600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

Registrants telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)�

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�



�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�



�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�



�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�



�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

___________________________________________________________________________________________________________________

�

�Item�2.02. ��Results of Operations and Financial Condition.

On February�4, 2015, RealNetworks, Inc. announced its financial results for the fourth quarter ended December�31, 2014. The full text of the press release is furnished as Exhibit 99.1 hereto.

Furnished as Exhibit 99.2 hereto is additional information regarding non-GAAP financial measures included in certain public disclosures of RealNetworks, including its fourth quarter 2014 financial results press release.

The information set forth in this Item�2.02 shall not be deemed filed for purposes of Section�18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item� 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

�



�	�
Exhibit No. �	Description �
�	�
99.1	Earnings Release of RealNetworks, Inc. dated February 4, 2015
�	�
99.2	Information Regarding Non-GAAP Financial Measures
�	�

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

�



�	�	�
REALNETWORKS, INC.
�	�
By:	�	/ S�/��Marjorie Thomas��
�	�	Marjorie Thomas
�	�	Senior�Vice�President,�Chief�Financial�Officer�and�Treasurer

Dated: February�4, 2015

EXHIBIT INDEX

�



�	�
Exhibit Number �	Description �
�	�
99.1	Earnings Release of RealNetworks, Inc. dated February 4, 2015
�	�
99.2	Information Regarding Non-GAAP Financial Measures
�	�

Exhibit 99.1

REALNETWORKS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2014 RESULTS


"	Continued strong growth in RealPlayer Cloud user base, with over 10 million accounts;


"	Rhapsody year over year subscriber growth above 60%;


"	Continued progress in long-term strategic transition and growth strategy; and


"	Cash and short-term investments of $161.7 million

SEATTLE - February�4, 2015 - RealNetworks, Inc. (Nasdaq: RNWK), a leader in personal digital entertainment, today announced results for the fourth quarter and full year ended December�31, 2014.

For the fourth quarter of 2014, revenue was $35.5 million, compared to $34.2 million in the previous quarter and $50.6 million in the fourth quarter of 2013. For the full year 2014, revenue was $156.2 million, compared to $206.2 million in 2013.

During 2014, we continued to make progress in our strategic transition to new mobile-centric, cloud-based products and services, said Rob Glaser, Chairman and CEO of RealNetworks. RealPlayer Cloud now has over 10 million users worldwide, up from 500,000 a year ago. We are continuing to build on our early momentum with RealPlayer Cloud by investing to broaden and deepen the product. We are also working to bring in additional marketing and distribution partners to drive even more consumer adoption.

Were also encouraged by the worldwide launch of our new Slingo Adventure and Emilys New Beginning games, as well as the continued subscriber and revenue growth at the Rhapsody music service in which we play a significant role and have a large stake.

GAAP net loss for the fourth quarter of 2014 was $(20.8) million or $(0.58) per diluted share, compared to GAAP net income of $2.5 million or $0.07 per diluted share in the fourth quarter of 2013. GAAP results for the fourth quarter of 2013 income included a pre-tax net gain of $21.4 million from the sale of our investment in LoEn. For the full year 2014, GAAP net loss was $(71.8) million or $(2.00) per diluted share, compared to $(59.0) million or $(1.66) per diluted share in 2013.

Adjusted EBITDA for the fourth quarter of 2014 was a loss of $(15.2) million compared to $(6.6) million for the fourth quarter of 2013. For the full year 2014, adjusted EBITDA was a loss of $(56.6) million, compared to a loss of $(23.7) million for 2013. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.

As of December�31, 2014, the company had $161.7 million in unrestricted cash, cash equivalents and short-term investments, compared to $178.0 million as of September 30, 2014.

Business Outlook

For the first quarter of 2015, RealNetworks expects total revenue in the range of $30.0 million to $33.0 million and adjusted EBITDA for the quarter to be a loss in the range of $(18.0) million to $(21.0) million.

Webcast and Conference Call Information

The company will host a conference call today to review results and discuss the companys performance at 5 p.m. ET/2 p.m. PT by calling 888-790-3440 or +1-517-308-9350 (Passcode: Fourth Quarter Earnings). A live webcast of the call will be available at http://investor.realnetworks.com/ and an on-demand webcast will be available approximately one hour following the conclusion of the conference call. A telephonic replay will be available until 11:59 p.m. PT, February 26, 2015 by calling 866-426-7248 or +1-203-369-0887 (Passcode: 020415).

For More Information

Michael Newman, StreetConnect

Investor Relations for RealNetworks

+1-206-729-3625

[email protected]

RNWK-F

About RealNetworks

RealNetworks creates innovative applications and services that make it easy to connect with and enjoy digital media. RealNetworks invented the streaming media category in 1995 and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. RealNetworks corporate information is located at www.realnetworks.com/about-us.

RealNetworks, RealPlayer and Slingo 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.

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 adjusted EBITDA 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

operating income (loss) to adjusted EBITDA and to adjusted EBITDA by reportable segment.

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

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to RealNetworks current expectations regarding future revenue and adjusted EBITDA, our future growth, profitability, strategic focus and initiatives. 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 RealNetworks expectations as of today, and 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 implementation of RealNetworks growth plan, strategic initiatives, and restructuring efforts; its ability to successfully introduce and monetize new products and services; competitive risks, including the growth of competing technologies, products and services, and the emergence of new entrants and competition in the market; the potential outcomes and effects of claims and legal proceedings on RealNetworks business,

prospects, financial condition or results of operations; risks associated with key customer or strategic relationships, business acquisitions and the introduction of new products and services; changes in consumer and advertising spending in response to disruptions in the global financial markets; fluctuations in foreign currencies; and changes in RealNetworks effective tax rate. 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, 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 RealNetworks financial statements and forward-looking financial guidance requires the company 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. The company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

�

Quarters Ended
December 31

�

Years Ended

December 31,

�

2014

�

2013

�

2014

�

2013

�

�(in thousands, except per share data)

�

�Net revenue

�

35,506

�

50,595

�

156,212

�

206,196

�

�Cost of revenue

�

17,881

�

20,076

�

76,381

�

79,091

�

�Extinguishment of liability

�

(10,580

)

�

��Gross profit

�

17,625

�

30,519

�

90,411

�

127,105

�

�Operating expenses:

�

��Research and development

�

12,655

�

14,929

�

52,765

�

60,880

��Sales and marketing

�

15,904

�

20,181

�

66,926

�

80,011

��General and administrative

�

8,384

�

8,137

�

34,001

�

36,643

��Restructuring and other charges

�

1,187

�

1,690

�

4,992

�

5,765

��Lease exit and related charges

�

177

�

880

�

3,089

��Loss on litigation settlements

�

11,525

�

��Total operating expenses

�

38,307

�

44,960

�

159,564

�

197,913

�

�Operating income (loss)

�

(20,682

)

�

(14,441

)

�

(69,153

)

�

(70,808

)

�

�Other income (expenses):

�

��Interest income, net

�

160

�

141

�

556

�

1,133

��Gain (loss) on sale of available for sale securities, net

�

21,389

�

2,371

�

21,389

��Equity in net loss of Rhapsody investment

�

(282

)

�

(59

)

�

(4,452

)

�

(6,268

)

��Other income (expense), net

�

(10

)

�

613

�

143

�

467

�

��Total other income (expense), net

�

(132

)

�

22,084

�

(1,382

)

�

16,721

�

�Income (loss) before income taxes

�

(20,814

)

�

7,643

�

(70,535

)

�

(54,087

)

�Income tax expense (benefit)

�

5,113

�

1,280

�

4,903

�

�Net income (loss)

�

(20,838

)

�

2,530

�

(71,815

)

�

(58,990

)

�

�Basic net income (loss) per share

�

(0.58

)

�

0.07

�

(2.00

)

�

(1.66

)

�Diluted net income (loss) per share

�

(0.58

)

�

0.07

�

(2.00

)

�

(1.66

)

�

�Shares used to compute basic net income (loss) per share

�

36,052

�

35,738

�

35,947

�

35,553

�Shares used to compute diluted net income (loss) per share

�

36,052

�

35,906

�

35,947

�

35,553

�

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)



�	December�31, 2014		�	December�31, 2013
�	�(in thousands)
ASSETS
�Current assets:	�		�	�
�Cash and cash equivalents	$	103,253	�	$	151,235
�Short-term investments	58,453		�	74,920
�Trade accounts receivable, net	15,257		�	24,613
�Deferred costs, current portion	702		�	1,601
�Deferred tax assets, current	652		�	306
�Prepaid expenses and other current assets	8,980		�	9,124
�Total current assets	187,297		�	261,799
�	�		�	�
�Equipment, software, and leasehold improvements, at cost:	�		�	�
�Equipment and software	74,100		�	86,721
�Leasehold improvements	3,590		�	3,482
�Total equipment, software, and leasehold improvements	77,690		�	90,203
�Less accumulated depreciation and amortization	61,442		�	67,031
�Net equipment, software, and leasehold improvements	16,248		�	23,172
�	�		�	�
�Restricted cash equivalents and investments	3,000		�	3,000
�Equity method investment	10,000		�	12,473
�Available for sale securities	2,676		�	7,181
�Other assets	2,299		�	2,332
�Deferred costs, non-current portion	316		�	946
�Deferred tax assets, net, non-current portion	999		�	1,409
�Other intangible assets, net	10,109		�	12,993
�Goodwill	17,355		�	17,476
�	�		�	�
�Total assets	$	250,299	�	$	342,781
�	�		�	�
�LIABILITIES AND SHAREHOLDERS' EQUITY
�	�		�	�
�Current liabilities:	�		�	�
�Accounts payable	$	18,653	�	$	19,987
�Accrued and other current liabilities	25,286		�	41,893
�Deferred tax liabilities, net, current portion	1,628		�	899
�Deferred revenue, current portion	5,301		�	7,498
�Total current liabilities	50,868		�	70,277
�	�		�	�
�Deferred revenue, non-current portion	235		�	166
�Deferred rent	1,215		�	1,318
�Deferred tax liabilities, net, non-current portion	702		�	1,556
�Other long-term liabilities	81		�	483
�	�		�	�
�Total liabilities	53,101		�	73,800
�	�		�	�
�	�		�	�
�Shareholders' equity	197,198		�	268,981
�	�		�	�
�Total liabilities and shareholders' equity	$	250,299	�	$	342,781

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



�	Years ended December 31,
�	2014			�	2013
�	�(in thousands)
�
�Cash flows from operating activities:	�			�	�
�Net income (loss)	$	(71,815	)	�	$	(58,990	)
�Adjustments to reconcile net income (loss) to net cash used in operating activities:
�Depreciation and amortization	11,959			�	18,748
�Stock-based compensation	5,204			�	7,468
�Extinguishment of liability	(10,580		)	�
�Equity in net loss of Rhapsody	4,452			�	6,268
�Lease exit and related charges	668			�	1,421
�Deferred income taxes, net	(237		)	�	676
�Gain on sale of available for sale securities	(2,371		)	�	(21,389		)
�Realized translation gain	(48		)	�	(571		)
�Other				�	51
�Net change in certain operating assets and liabilities	2,524			�	(3,561		)
��Net cash provided by (used in) operating activities	(60,244		)	�	(49,879		)
�Cash flows from investing activities:	�			�	�
�Purchases of equipment, software, and leasehold improvements	(2,460		)	�	(7,727		)
�Proceeds from sale of available for sale securities	2,754			�	29,153
�Purchases of short-term investments	(81,216		)	�	(131,690		)
�Proceeds from sales and maturities of short-term investments	97,683			�	164,986
�Decrease in restricted cash equivalents and investments				�	10,000
�Increase in restricted cash equivalents and investments				�	(3,000		)
�Acquisitions of businesses, net of cash acquired	(733		)	�	(22,480		)
�Other	(467		)	�
�Net cash provided by (used in) investing activities	15,561			�	39,242
�Cash flows from financing activities:	�			�	�
�Proceeds from issuance of common stock (stock options and stock purchase plan)	812			�	594
�Tax payments from shares withheld upon vesting of restricted stock	(407		)	�	(1,201		)
�Payment of contingent consideration	(1,042		)	�	(828		)
�Net cash provided by (used in) financing activities	(637		)	�	(1,435		)
�Effect of exchange rate changes on cash and cash equivalents	(2,662		)	�	109
�Net increase (decrease) in cash and cash equivalents	(47,982		)	�	(11,963		)
�Cash and cash equivalents, beginning of period	151,235			�	163,198
�Cash and cash equivalents, end of period	$	103,253		�	$	151,235

RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)

�

2014

�

2013

�

�YTD

�

�Q4

�

�Q3

�

�Q2

�

�YTD

�

�Q4

�

�Q3

�

�Q2

�

�Q1

�

�(in thousands)

Net Revenue by Line of Business

�

RealPlayer Group (A)

39,201

�

8,865

�

6,565

�

8,556

�

15,215

�

75,206

�

16,799

�

17,641

�

18,383

�

22,383

Mobile Entertainment (B)

79,901

�

17,616

�

19,190

�

23,182

�

19,913

�

81,181

�

22,146

�

19,948

�

18,592

�

20,495

Games (C)

37,110

�

9,025

�

8,402

�

9,087

�

10,596

�

49,809

�

11,650

�

11,369

�

12,875

�

13,915

��Total net revenue

156,212

�

35,506

�

34,157

�

40,825

�

45,724

�

206,196

�

50,595

�

48,958

�

49,850

�

56,793

�

Net Revenue by Product

�

RealPlayer Group

�

- License (D)

16,042

�

4,496

�

3,255

�

3,273

�

5,018

�

29,507

�

7,128

�

7,281

�

6,766

�

8,332

- Subscriptions (E)

10,717

�

2,691

�

2,680

�

2,569

�

2,777

�

15,850

�

3,118

�

3,615

�

4,193

�

4,924

- Media Properties (F)

12,442

�

1,678

�

630

�

2,714

�

7,420

�

29,849

�

6,553

�

6,745

�

7,424

�

9,127

�

Mobile Entertainment

�

- SaaS (G)

73,284

�

16,727

�

17,919

�

20,175

�

18,463

�

74,238

�

20,406

�

18,156

�

17,002

�

18,674

- Technology License & Other (H)

6,617

�

889

�

1,271

�

3,007

�

1,450

�

6,943

�

1,740

�

1,792

�

1,590

�

1,821

�

Games

�

- License (I)

14,090

�

3,854

�

2,988

�

3,399

�

3,849

�

16,270

�

3,511

�

3,421

�

4,089

�

5,249

- Subscriptions (J)

17,948

�

3,947

�

4,320

�

4,440

�

5,241

�

23,713

�

5,688

�

5,733

�

5,980

�

6,312

- Media Properties (K)

5,072

�

1,224

�

1,094

�

1,248

�

1,506

�

9,826

�

2,451

�

2,215

�

2,806

�

2,354

�

��Total net revenue

156,212

�

35,506

�

34,157

�

40,825

�

45,724

�

206,196

�

50,595

�

48,958

�

49,850

�

56,793

�

Net Revenue by Geography

�

United States

61,660

�

13,860

�

12,280

�

15,092

�

20,428

�

90,250

�

19,724

�

21,039

�

21,463

�

28,024

Rest of world

94,552

�

21,646

�

21,877

�

25,733

�

25,296

�

115,946

�

30,871

�

27,919

�

28,387

�

28,769

��Total net revenue

156,212

�

35,506

�

34,157

�

40,825

�

45,724

�

206,196

�

50,595

�

48,958

�

49,850

�

56,793

�

Net Revenue by Line of Business

�

(A) The RealPlayer Group primarily includes revenue from RealPlayer and related products, such as the distribution of third-party software products, advertising on RealPlayer websites, and sales of RealPlayer Plus software licenses to consumers, sales of intellectual property licenses, and consumer subscriptions such as our RealPlayer Cloud service and SuperPass.

(B) The Mobile Entertainment division primarily includes revenue from SaaS services, system integration, and professional services to mobile carriers, and sales of technology licenses of our software products such as Helix.

(C) The Games division primarily includes revenue from sales of games licenses, online games subscription services, advertising on games sites and social network sites, microtransactions from online and social games, and sales of mobile games.

Net Revenue by Product

�

(D) Licensing revenue within the RealPlayer Group includes sales of RealPlayer Plus software licenses to consumers and sales of intellectual property licenses.

(E) Subscriptions revenue within the RealPlayer Group includes revenue from subscriptions such as our RealPlayer Cloud service and SuperPass.

(F) Media Properties revenue within the RealPlayer Group includes distribution of third-party software products and advertising on RealPlayer websites.

(G) SaaS revenue within Mobile Entertainment includes revenue from music on demand, ringback tones, intercarrier messaging services provided to network services providers who are largely mobile phone networks, and our LISTEN product.

(H) Licensing and other revenue within Mobile Entertainment includes revenue from Helix-related products and professional services provided to mobile carriers.

(I) Licensing revenue within Games includes retail games-related revenue, microtransactions from online and social games and sales of mobile games.

(J) Subscriptions revenue within Games includes revenue from online games subscriptions.

(K) Media Properties revenue within Games includes distribution of third-party software products and advertising on games sites and social network sites.

RealNetworks, Inc. and Subsidiaries

Segment Results of Operations

(Unaudited)

�

2014

�

2013

�

2014

�

2013

�

YTD

�

�YTD

�

�(in thousands)

RealPlayer Group

�

Net revenue

�

8,865

�

6,565

�

16,799

�

39,201

�

75,206

Cost of revenue

�

3,804

�

3,566

�

3,236

�

14,508

�

16,220

Gross profit

�

5,061

�

2,999

�

13,563

�

24,693

�

58,986

�

��Gross margin

�

Operating expenses

�

13,074

�

12,392

�

15,828

�

55,742

�

60,484

Operating income (loss)

�

(8,013

)

�

(9,393

)

�

(2,265

)

�

(31,049

)

�

(1,498

)

�

��Adjusted EBITDA

�

(7,320

)

�

(8,770

)

�

(1,474

)

�

(28,474

)

�

951

�

Mobile Entertainment

�

Net revenue

�

17,616

�

19,190

�

22,146

�

79,901

�

81,181

Cost of revenue

�

11,525

�

12,626

�

13,634

�

50,399

�

47,608

Gross profit

�

6,091

�

6,564

�

8,512

�

29,502

�

33,573

�

��Gross margin

�

Operating expenses

�

7,199

�

7,086

�

8,863

�

33,325

�

35,839

Operating income (loss)

�

(1,108

)

�

(522

)

�

(351

)

�

(3,823

)

�

(2,266

)

�

��Adjusted EBITDA

�

447

�

1,251

�

940

�

5,830

�

Games

�

Net revenue

�

9,025

�

8,402

�

11,650

�

37,110

�

49,809

Cost of revenue

�

2,655

�

2,573

�

2,962

�

11,074

�

13,359

Gross profit

�

6,370

�

5,829

�

8,688

�

26,036

�

36,450

�

��Gross margin

�

Operating expenses

�

9,977

�

8,658

�

12,057

�

37,170

�

47,177

Operating income (loss)

�

(3,607

)

�

(2,829

)

�

(3,369

)

�

(11,134

)

�

(10,727

)

�

��Adjusted EBITDA

�

(3,024

)

�

(2,246

)

�

(2,724

)

�

(8,742

)

�

(7,897

)

�

Corporate

�

Net revenue

�

Cost of revenue

�

(103

)

�

163

�

244

�

400

�

1,904

Extinguishment of liability

�

(10,580

)

�

Gross profit

�

103

�

(163

)

�

(244

)

�

10,180

�

(1,904

)

�

��Gross margin

�

N/A

�

�N/A

�

N/A

�

�N/A

�

�N/A

�

Operating expenses

�

8,057

�

7,856

�

8,212

�

33,327

�

54,413

Operating income (loss)

�

(7,954

)

�

(8,019

)

�

(8,456

)

�

(23,147

)

�

(56,317

)

�

��Adjusted EBITDA

�

(4,879

)

�

(3,788

)

�

(3,668

)

�

(20,279

)

�

(22,630

)

�

Total

�

Net revenue

�

35,506

�

34,157

�

50,595

�

156,212

�

206,196

Cost of revenue

�

17,881

�

18,928

�

20,076

�

76,381

�

79,091

Extinguishment of liability

�

(10,580

)

�

Gross profit

�

17,625

�

15,229

�

30,519

�

90,411

�

127,105

�

��Gross margin

�

Operating expenses

�

38,307

�

35,992

�

44,960

�

159,564

�

197,913

Operating income (loss)

�

(20,682

)

�

(20,763

)

�

(14,441

)

�

(69,153

)

�

(70,808

)

�

��Adjusted EBITDA

�

(15,199

)

�

(14,357

)

�

(6,615

)

�

(56,555

)

�

(23,746

)

RealNetworks, Inc. and Subsidiaries

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment

(Unaudited)

�

2014

�

2013

�

2014

�

2013

�

�Q4

�

�Q3

�

�Q4

�

�YTD

�

�YTD

�

�(in thousands)

RealPlayer Group

�

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:

�

Operating income (loss)

�

(8,013

)

�

(9,393

)

�

(2,265

)

�

(31,049

)

�

(1,498

)

Acquisitions related intangible asset amortization

�

103

�

384

�

249

Depreciation and amortization

�

597

�

520

�

731

�

2,191

�

2,200

��Adjusted EBITDA

�

(7,320

)

�

(8,770

)

�

(1,474

)

�

(28,474

)

�

951

�

Mobile Entertainment

�

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:

�

Operating income (loss)

�

(1,108

)

�

(522

)

�

(351

)

�

(3,823

)

�

(2,266

)

Acquisitions related intangible asset amortization

�

271

�

287

�

781

�

1,793

�

3,287

Depreciation and amortization

�

861

�

682

�

821

�

2,970

�

4,809

��Adjusted EBITDA

�

447

�

1,251

�

940

�

5,830

�

Games

�

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:

�

Operating income (loss)

�

(3,607

)

�

(2,829

)

�

(3,369

)

�

(11,134

)

�

(10,727

)

Acquisitions related intangible asset amortization

�

314

�

314

�

314

�

1,256

�

879

Depreciation and amortization

�

269

�

269

�

331

�

1,136

�

1,951

��Adjusted EBITDA

�

(3,024

)

�

(2,246

)

�

(2,724

)

�

(8,742

)

�

(7,897

)

�

Corporate

�

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:

�

Operating income (loss)

�

(7,954

)

�

(8,019

)

�

(8,456

)

�

(23,147

)

�

(56,317

)

Other income (expense), net

�

(10

)

�

325

�

613

�

143

�

467

Depreciation and amortization

�

675

�

556

�

665

�

2,229

�

5,373

Lease exit and related charges

�

177

�

154

�

880

�

3,089

Loss (gain) on litigation settlements

�

11,525

Restructuring and other charges

�

1,187

�

2,048

�

1,690

�

4,992

�

5,765

Stock-based compensation

�

1,046

�

1,148

�

1,797

�

5,204

�

7,468

Extinguishment of liability

�

(10,580

)

�

��Adjusted EBITDA

�

(4,879

)

�

(3,788

)

�

(3,668

)

�

(20,279

)

�

(22,630

)

�

Total

�

Reconciliation of GAAP operating income (loss) to adjusted EBITDA:

�

Operating income (loss)

�

(20,682

)

�

(20,763

)

�

(14,441

)

�

(69,153

)

�

(70,808

)

Other income (expense), net

�

(10

)

�

325

�

613

�

143

�

467

Acquisitions related intangible asset amortization

�

681

�

704

�

1,155

�

3,433

�

4,415

Depreciation and amortization

�

2,402

�

2,027

�

2,548

�

8,526

�

14,333

Lease exit and related charges

�

177

�

154

�

880

�

3,089

Loss (gain) on litigation settlements

�

11,525

Restructuring and other charges

�

1,187

�

2,048

�

1,690

�

4,992

�

5,765

Stock-based compensation

�

1,046

�

1,148

�

1,797

�

5,204

�

7,468

Extinguishment of liability

�

(10,580

)

�

��Adjusted EBITDA

�

(15,199

)

�

(14,357

)

�

(6,615

)

�

(56,555

)

�

(23,746

)

EXHIBIT 99.2

About Non-GAAP Financial Measures

To supplement RealNetworks condensed consolidated financial statements presented in accordance with GAAP, the Company presents investors with certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA by reportable segment. Adjusted EBITDA and adjusted EBITDA by reportable segment consist of operating income (loss) and includes other income (expense) net, but excludes the impact of the following: depreciation and amortization; acquisitions related intangible asset amortization; stock-based compensation; restructuring and other charges; lease exit and related charges; and extinguishment of liability. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.

RealNetworks believes that the presentation of adjusted EBITDA and adjusted EBITDA by reportable segment provide important supplemental information to management and investors regarding financial and business trends relating to the Companys financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with RealNetworks past financial reports, and also facilitates comparisons with other companies in the Companys 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 the Companys operating results and facilitates comparisons of the Companys core operating performance against prior periods and its business model objectives. The Company has 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 RealNetworks with other companies, and as a supplemental means to evaluate the Companys ongoing operations. Externally, the Company believes that adjusted EBITDA is useful to investors in their assessment of RealNetworks operating performance and the valuation of the Company.

Internally, adjusted EBITDA and adjusted EBITDA by reportable segment are significant measures used by management for purposes of:


"	supplementing the financial results and forecasts reported to the Companys board of directors;

evaluating the operating performance of RealNetworks, which includes direct and incrementally controllable revenue and costs of operations but excludes items considered by management to be non-cash or non-operating such as interest income and expense, stock-based compensation, tax expense, depreciation and amortization, impairment of deferred costs and long-lived assets, and other items that are not within managements control;


"	managing and comparing performance internally across the Companys businesses and externally against the Companys peers;


"	establishing internal operating budgets; and


"	evaluating and valuing potential acquisition candidates.

Adjusted EBITDA and adjusted EBITDA by reportable segment 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 RealNetworks 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. The Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from its 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 the Companys non-GAAP financial measures are that adjusted EBITDA and adjusted EBITDA by reportable segment are measures that the Company has 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 the Companys operating income (loss). The Company compensates for these limitations by prominently disclosing GAAP operating income (loss), which the Company believes is the most directly comparable GAAP measure, and providing investors with reconciliations from GAAP operating income (loss)�to adjusted EBITDA and to adjusted EBITDA by reportable segment.

RealNetworks has included reconciliations of GAAP operating income (loss) to adjusted EBITDA and GAAP operating income (loss) by reportable segment to adjusted EBITDA by reportable segment for the relevant periods in the financial tables of its earnings press release, which is included as Exhibit�99.1 to this report.

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Form 8-K REALNETWORKS INC For: Feb 04

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