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RealNetworks Announces Second Quarter 2010 Results
Jul 29, 2010 (04:07 PM EDT)


Dominique Trempont Named to Board of Directors

Matt Hulett Named to Head Games Business

SEATTLE, July 29 /PRNewswire-FirstCall/ -- Digital entertainment services company RealNetworks, Inc. (Nasdaq: RNWK) today announced results for the second quarter ended June 30, 2010.

Quarterly Highlights:

  • Revenue of $88.9 million
  • Net loss of $(25.9) million or $(0.19) per share
  • Adjusted EBITDA of $604,000
  • Cash and short term investments of $313.2 million as of June 30, 2010

"We made strong progress transforming RealNetworks during the second quarter," said Bob Kimball, President and CEO of RealNetworks.  "Our restructuring efforts are ahead of plan.  In the first six months of the year, we cut more than $30 million in annualized operating expenses from our ongoing businesses.  Now it is time to focus on growing the business by improving our sales and marketing of existing products and building a strong pipeline of innovative products for the long term."  

Second Quarter Results

Beginning in the second quarter of 2010, revenue and other operating results of Real's music business from its Rhapsody joint venture are not consolidated in Real's financial statements as a result of the restructuring of Rhapsody completed on March 31, 2010.  

For the second quarter of 2010, revenue from Real's Technology Products and Solutions, Media Software and Services, and Games businesses was $88.9 million compared with $95.3 million for the second quarter of 2009. Total revenue in the second quarter of 2009 was $135.7 million, which included revenue from Real's music business of $40.5 million.  Foreign currency exchange rate fluctuations positively affected 2010 second quarter revenue by approximately $800,000 compared with the year-ago quarter. Revenue trends in each of Real's businesses in the second quarter of 2010 compared with the year-earlier quarter were: a 2% increase in Media Software and Services revenue to $19.6 million, a 5% decrease in Games revenue to $28.1 million and an 11% decrease in Technology Products and Solutions revenue to $41.1 million.  

Net loss for the second quarter of 2010 was $(25.9) million, or $(0.19) per share, compared with a net loss of $(188.3) million, or $(1.40) per share, in the second quarter of 2009.  Net loss for the second quarter of 2010 included restructuring charges of $11.9 million primarily for employee severance costs and loss on excess office facilities, while the net loss in the year-ago quarter included goodwill impairment charges of $175.6 million. Adjusted EBITDA for the second quarter of 2010 was $604,000, compared with $4.4 million for the second quarter of 2009.  A reconciliation of GAAP net loss to adjusted EBITDA is provided in the financial tables that accompany this release.

As of June 30, 2010, Real had $313.2 million in unrestricted cash, cash equivalents and short-term investments compared with $335.2 million at March 31, 2010.  In addition, Real had $51.8 million in restricted cash and equity investments, including an approximate 47.5% equity interest in its Rhapsody joint venture. A majority of the $22.0 million decrease in cash, cash equivalents and short-term investments from March 31, 2010, was related to working capital changes, including a reduction in accrued liabilities and payables, primarily royalties.  During the quarter, total liabilities declined by $22.1 million.  

Gross margin in the second quarter rose to 67%, compared with 59% for the second quarter a year earlier, primarily due to the deconsolidation of the lower-margin music business.  Income tax expense was $281,000 compared with $1.2 million in the year-earlier period. Interest income in the second quarter of 2010 was $551,000 compared with $754,000 in the year-earlier period.

Reorganization

Towards the end of the second quarter of 2010, RealNetworks announced a significant reorganization of its business and operational structure.  The reorganization is a key milestone in Real's execution of its previously announced strategy to simplify, restructure and grow.  

As part of the second-quarter reorganization, the company eliminated about 85 positions, including about 25% of its executive ranks.  The new organizational structure is designed to reduce the spans and layers of management to create greater efficiency, teamwork and accountability.  

In addition, Real today announced that it has named Matt Hulett as the head of the Games business, replacing John Barbour.  Mr. Hulett, formerly Chief Revenue Officer of Games, has more than 20 years of experience in digital games and other online businesses, including executive roles at Expedia and online games pioneer Shockwave.com. "Given the urgent need to pivot our Games business to social and online games, we think it is critical to have a leader based here in Seattle," said Mr. Kimball.  "Matt has the right combination of leadership skills, online business experience and support from the team to refocus our Games business on the growth markets, including social games."  

During the second quarter, Real also reduced its use of office space in Europe and its Seattle headquarters.  As a result of the reorganization and reduction in office space, the company recorded restructuring charges of approximately $11.9 million for the quarter.  Of these charges, approximately $4.8 million is primarily related to the reduction in force and approximately $7.1 million is related to the loss on excess office facilities.

Beginning with the third quarter, Real consolidated its Technology Products and Solutions and Media Software and Services business units and organized them into functional teams that represent product development, sales and marketing, and service delivery. Therefore, Real's third-quarter financial results will reflect the new corporate reorganization with the following reporting segments: (1) Core products, which will include existing and evolving SaaS services of ringback tones, music on demand, and intercarrier messaging; professional services and systems integration; Helix software; and SuperPass; (2) Emerging products, which will include RealPlayer and new products and services that will be introduced over time for consumers or enterprise customers; and (3) Games. We will present Music results on a historical basis only.

Additionally, Real is changing how it allocates shared corporate costs.  Historically, common corporate general and administrative costs, including facilities, were allocated to each business segment.  In the future, these costs will be shown in the aggregate and not allocated to segments. Direct business unit costs such as R&D and marketing will continue to be reflected in the business unit results.  The changes will ensure that business unit results will be directly attributable to that unit's specific performance and that shared costs will be centrally managed to ensure focus and accountability on the overall corporate cost structure.  Starting with the third-quarter earnings release, Real will report historical results that reflect this new presentation to provide comparability across quarters.  In advance of Real's third quarter earnings release, the company expects to file with the Securities and Exchange Commission a current report on Form 8-K with a description of the new segments and historical results for these new segments.

Business Outlook

For the third quarter of 2010, Real expects overall revenue to be slightly lower sequentially, primarily due to softness in Games, and to decline year-over-year compared with total revenue for the third quarter of 2009, excluding music.  Real expects adjusted EBITDA for the third quarter of 2010 to increase slightly sequentially and to decline year-over-year.

Approximately 35% of Real's revenue is denominated in currencies other than the U.S. dollar, most notably the euro and Korean won. Real expects reported revenues in future periods to be affected by foreign currency trends.

The foregoing forward-looking statements reflect Real's expectations as of July 29, 2010.  It is not Real's general practice to update these forward-looking statements until its next quarterly results announcement.

Dominique Trempont joins RealNetworks Board of Directors

RealNetworks also announced that it has named Dominique Trempont, a former CEO and an executive with extensive public-company board experience, to its Board of Directors effective July 23. The addition brings the board composition to eight members, including six independent directors.  

"We are excited to have Dominique's extensive experience with software, Internet, mobile applications and SaaS companies to help broaden our board's understanding of these industries and trends," said Kalpana Raina, chairperson of Real's Nominating and Corporate Governance Committee.  "His background in both finance and executive leadership makes him especially valuable as RealNetworks has embarked on a transformation that involves major strategic and operational decisions."

"I am pleased to be joining the RealNetworks board at this very important time in the company's history," said Mr. Trempont.  "This opportunity allows me to bring my experience in many kinds of organizations – from start-ups to Fortune 500 companies – to assist in the company's strategic transformation."  

Mr. Trempont, 56, currently serves on the boards of Finisar Corp. and Energy Recovery, Inc. and on24 (SaaS).  He also was a board member of 3Com Corp. prior to its acquisition by Hewlett Packard earlier this year.  Over the past 25 years, he has been CEO-in-Residence at Battery Ventures, a venture capital firm; chairman, president and CEO of Kanisa, Inc., a software company (SaaS); CEO of Gemplus Corp., a smart card application company; CFO and head of operations at NeXT Software; and a senior executive at Raychem Corp.  

Mr. Trempont earned an undergraduate degree in Economics from College St. Louis (Belgium), a B.A. with high honors in Business Administration and Computer Sciences (LSM) from the University of Louvain (Belgium) and a master's degree in Business Administration from INSEAD (France/Singapore).

Webcast and Conference Call Information

The company will host an audio Webcast conference call to review results and discuss the company's operations for the second quarter at 5:00 p.m. ET on July 29. The Webcast will be available at:  http://investor.realnetworks.com

Webcast participants will need RealPlayer® to hear the webcast, which can be downloaded at www.real.com.

The on-demand Webcast will be available beginning approximately two hours following the conclusion of the live Webcast.

Conference Call Details

5:00 p.m. (Eastern) / 2:00 p.m. (Pacific)

Dial in:

800-857-5305 Domestic

773-681-5857 International

Passcode: Second Quarter Earnings

Leader: Bob Kimball


Telephonic replay will be available until 8:00 p.m. (Eastern), Aug. 12, 2010.

Replay dial in:

800-884-1527 Domestic

203-369-3842 International




RNWK-F

About RealNetworks

RealNetworks, Inc. delivers digital entertainment services to consumers via PC and mobile phone. Real® created the streaming media category in 1995 and continues to offer pioneering products and services, including: RealPlayer®, the first mainstream media player to enable downloading, recording, editing and sharing of digital video; GameHouse®, one of the largest casual games services on the Internet; and a variety of mobile entertainment services, such as ringback tones, music and video, offered to consumers through leading wireless carriers around the world. RealNetworks' corporate information is located at http://investor.realnetworks.com.

About Non-GAAP Financial Measures

To supplement RealNetworks' condensed consolidated financial statements presented in accordance with GAAP in this press release, the company also discloses certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses, which management believes provide investors with useful information.  

In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP net income (loss) attributable to common shareholders to adjusted EBITDA and 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.

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

Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to Real's current expectations for future revenue, operating expenses and adjusted EBITDA, changes in reporting financial results and reporting segments in future periods, the impact of foreign currency rates in future periods and plans to transform the Company as well as to realize future benefits from those plans.  All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.  Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: fluctuations in foreign currencies; risks associated with the ability of Real to realize financial benefits from the restructuring of Rhapsody; Real's ability to realize operating efficiencies, growth and other benefits from the implementation of its strategic initiatives; the emergence of new entrants and competition in the market for digital media products and services; other competitive risks, including the growth of competing technologies, products and services; the potential outcomes and effects of claims and legal proceedings on Real's 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; and changes in Real's GAAP 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 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, RealPlayer and GameHouse 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
June 30,


Six Months Ended
June 30,








2010


2009


2010


2009




(in thousands, except per share data)











Net revenue



$  88,884


$  135,725


$ 217,484


$  276,498











Cost of revenue



29,149


55,614


78,308


111,635











Gross profit



59,735


80,111


139,176


164,863











Operating expenses:










Research and development



27,583


28,923


62,258


57,482

Sales and marketing



27,382


42,273


65,209


85,958

Advertising with related party (A)



-


6,865


1,065


14,288

General and administrative



14,590


19,338


29,511


42,169

Impairment of goodwill



-


175,583


-


175,583

Restructuring and other charges



4,792


-


10,407


794

Loss on excess office facilities



7,082


-


7,082


-











Total operating expenses



81,429


272,982


175,532


376,274











Operating loss  



(21,694)


(192,871)


(36,356)


(211,411)











Other income (expenses):










Interest income, net



551


754


931


1,937

Equity in net loss of Rhapsody and other equity method investments (B)



(5,427)


(269)


(5,427)


(924)

Gain (loss) on sale of equity investments, net



(50)


68


(50)


205

Gain on deconsolidation of Rhapsody  



-


-


10,929


-

Other income (expense), net



994


(449)


1,093


406











Total other income (expense), net



(3,932)


104


7,476


1,624











Loss before income taxes



(25,626)


(192,767)


(28,880)


(209,787)

Income tax benefit (expense)



(281)


(1,210)


3,291


(2,759)











Net income (loss)



(25,907)


(193,977)


(25,589)


(212,546)

Net loss attributable to the noncontrolling interest in Rhapsody (C)



-


5,648


2,910


12,081

Net income (loss) attributable to common shareholders



$ (25,907)


$ (188,329)


$ (22,679)


$ (200,465)











Basic net income (loss) per share available to common shareholders



$     (0.19)


$       (1.40)


$     (0.14)


$       (1.51)

Diluted net income (loss) per share available to common shareholders



$     (0.19)


$       (1.40)


$     (0.14)


$       (1.51)











Shares used to compute basic net income (loss) per share available to common shareholders



135,277


134,420


135,209


134,394

Shares used to compute diluted net income (loss) per share available to common shareholders



135,277


134,420


135,209


134,394





















(A) Consists of advertising purchased by Rhapsody from MTV Networks (MTVN).  MTVN had a 49% ownership interest in Rhapsody
prior to the restructuring transactions that occurred on March 31, 2010.  See note (B) for more details regarding the restructuring
and the related deconsolidation.


(B) On March 31, 2010, we completed the restructuring of Rhapsody which resulted in our ownership decreasing to
approximately 47.5% of the outstanding equity in Rhapsody and no longer having operating control.  Since the restructuring
was completed on the last day of the quarter ended March 31, 2010, our statement of operations for the first quarter
includes results from Rhapsody's operations. Beginning with the quarter ended June 30, 2010, Rhapsody's revenue or
other operating results are no longer consolidated within our financial statements and we are not recording any operating or
other financial results for our Music segment. We now report our share of Rhapsody's income or losses as "Equity in net loss of
Rhapsody and other equity method investments" in "Other income."


(C) Noncontrolling interest in Rhapsody reflects MTVN's 49% ownership share in the losses of Rhapsody prior to
the restructuring transactions that occurred on March 31, 2010.



RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)




June 30,


December 31,


2010


2009


(in thousands)

ASSETS





Current assets:




Cash and cash equivalents  

$ 156,155


$           277,030

Short-term investments

157,065


107,870

Trade accounts receivable, net

43,805


60,937

Deferred costs, current portion

4,541


5,192

Prepaid expenses and other current assets

30,001


30,624





Total current assets

391,567


481,653





Equipment, software, and leasehold improvements, at cost:




Equipment and software

142,978


151,951

Leasehold improvements

25,308


31,041

Total equipment, software, and leasehold improvements

168,286


182,992

Less accumulated depreciation and amortization

121,616


125,878





Net equipment, software, and leasehold improvements

46,670


57,114





Restricted cash equivalents and investments

10,000


13,700

Equity investments

41,810


19,553

Other assets

3,746


4,030

Deferred costs, non-current portion

13,516


10,182

Deferred tax assets, net, non-current portion

8,822


10,001

Other intangible assets, net

7,804


10,650





Total assets

$ 523,935


$           606,883





LIABILITIES AND SHAREHOLDERS' EQUITY





Current liabilities:




Accounts payable

$   27,662


$             32,703

Accrued and other liabilities

88,521


124,934

Deferred revenue, current portion

20,740


31,374

Related party payable - Rhapsody (A)

459


-

Related party payable - MTVN (B)

-


11,216

Accrued loss on excess office facilities, current portion

762


3,228





Total current liabilities

138,144


203,455





Deferred revenue, non-current portion

879


1,933

Accrued loss on excess office facilities, non-current portion

4,047


-

Deferred rent

3,768


4,464

Deferred tax liabilities, net, non-current portion

719


961

Other long-term liabilities

12,293


13,006





Total liabilities

159,850


223,819





Noncontrolling interest in Rhapsody (C)

-


7,253





Shareholders' equity

364,085


375,811





Total liabilities and shareholders' equity  

$ 523,935


$           606,883





(A) Related party payable reflects amounts owed to Rhapsody International, formed on
March 31, 2010.


(B) Related party payable reflects amounts owed by Rhapsody to MTVN in periods prior to the
restructuring and related deconsolidation that was completed on March 31, 2010.


(C) Noncontrolling interest in Rhapsody reflects MTVN's 49% ownership interest in the net assets of
Rhapsody at December 31, 2009. Due to the restructuring transactions which occurred on
March 31, 2010, Rhapsody's balance sheet is no longer included within RealNetworks
consolidated financial statements.



RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)






Six Months Ended June 30,


2010


2009


(in thousands)





Cash flows from operating activities:




Net income (loss)

$       (25,589)


$ (212,546)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:




Depreciation and amortization

13,973


15,522

Stock-based compensation

6,692


10,818

Gain on disposal of equipment, software, and leasehold improvements

(3)


(34)

Equity in net loss of Rhapsody and other investments

5,427


924

Loss (gain) on sale of equity investment, net

50


(205)

Gain on deconsolidation of Rhapsody  

(10,929)


-

Excess tax benefit from stock option exercises

(18)


(9)

Impairment of goodwill

-


175,583

Accrued restructuring and other charges

3,581


(3,675)

Accrued loss on excess office facilities

6,470


-

Deferred income taxes, net

(1,609)


(682)

Other

22


24

Net change in certain operating assets and liabilities, net of acquisitions and disposals

(54,404)


(3,961)





Net cash (used in) provided by operating activities

(56,337)


(18,241)





Cash flows from investing activities:




Purchases of equipment, software, and leasehold improvements

(9,507)


(7,608)

Purchases of short-term investments

(65,754)


(66,192)

Proceeds from sales and maturities of short-term investments

16,559


38,692

Proceeds from the sales of equity investments

-


205

Purchases of equity investments

-


(2,000)

Payment of acquisition costs, net of cash acquired

-


(3,154)

Payment in connection with the restructuring of Rhapsody

(18,000)


-

Repayment of temporary funding on deconsolidation of Rhapsody

5,869


-

Decrease in restricted cash equivalents and investments, net

3,700


141





Net cash provided by (used in) investing activities

(67,133)


(39,916)





Cash flows from financing activities:




Net proceeds from sales of common stock under employee stock purchase




plan and exercise of stock options

1,272


819

Payments received on MTVN note

1,213


14,537

Capital contribution to Rhapsody from MTVN

-


5,000

Excess tax benefit from stock option exercises

18


9





Net cash provided by (used in) financing activities

2,503


20,365





Effect of exchange rate changes on cash and cash equivalents

92


2,316





Net decrease in cash and cash equivalents

(120,875)


(35,476)





Cash and cash equivalents, beginning of period

277,030


232,968





Cash and cash equivalents, end of period

$      156,155


$  197,492



RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)
















2010


2009



Q2


Q1


Q4


Q3


Q2


Q1



(in thousands)

Net Revenue by Line of Business:













Technology products and solutions (A)


$ 41,122


$   41,892


$   54,269


$   47,428


$   46,208


$   43,579

Media software and services (B)


19,617


20,739


22,899


24,580


19,291


20,318

Games  (C)


28,145


30,236


30,736


29,491


29,774


32,823

Subtotal net revenue


88,884


92,867


107,904


101,499


95,273


96,720

Music (D)


-


35,733


37,598


38,765


40,452


44,053

Total net revenue


$ 88,884


$ 128,600


$ 145,502


$ 140,264


$ 135,725


$ 140,773














Consumer Products and Services: (D)













Subscriptions (E)


$ 22,000


$   49,805


$   50,492


$   52,401


$   54,446


$   59,052

Media properties (F)


13,921


17,168


20,327


21,001


14,753


15,536

E-commerce and other (G)


11,841


19,735


20,414


19,434


20,318


22,606














Total consumer products and services revenue


$ 47,762


$   86,708


$   91,233


$   92,836


$   89,517


$   97,194














Net Revenue by Geography:













United States


$ 48,351


$   84,550


$   91,175


$   95,758


$   90,685


$   96,666

Rest of world


40,533


44,050


54,327


44,506


45,040


44,107














Total net revenue


$ 88,884


$ 128,600


$ 145,502


$ 140,264


$ 135,725


$ 140,773














Subscribers (presented as greater than):













Consumer subscribers(H)


600


575


625


625


550


575

Technology products and solutions application
  services subscribers (I)


37,600


37,950


38,850


37,500


36,300


33,850














(A)  The Technology Products and Solutions (TPS) segment includes revenue and related costs from: sales of ringback tones,
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 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.


(B)  The Media Software and Services (MSS) segment primarily includes revenue and related costs from: the SuperPass
premium subscription service; RealPlayer Plus and related products; sales and distribution of third-party software products;
and all advertising other than that related directly to our Games and former Music businesses.  We repurchased RadioPass
from Rhapsody as part of the restructuring that occurred on March 31, 2010. We have included RadioPass subscribers
beginning in the quarter ended June 30, 2010, as a result.


(C)  The Games segment primarily includes revenue and related costs from: the sale of individual games on our websites
RealArcade.com, GameHouse.com and Zylom.com; the sales of games subscription services; advertising through our games
websites; the sale of games through the syndication on partner sites, and sales of games through wireless carriers.  


(D)  On March 31, 2010, we completed the restructuring of Rhapsody which resulted in our ownership decreasing to
approximately 47.5% of the outstanding equity in Rhapsody and no longer having operating control.  Beginning with the
quarter ended June 30, 2010, Rhapsody's revenue or other operating results are no longer consolidated within our financial
statements and we are not recording any operating or other financial results for our Music segment. We now report our share
of Rhapsody's income or losses as "Equity in net loss of Rhapsody and other equity-method investments" in "Other income.
" Prior to March 31, 2010, the Music segment primarily included revenue and related costs from: Rhapsody'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.


(E)  Revenue is derived from consumer digital media subscription services including:  SuperPass, RadioPass, FunPass,
GamePass and Rhapsody. Revenue from Rhapsody no longer appears within our results in periods after March 31, 2010.  


(F)  Revenue is derived from advertising and through the distribution of third party products. Revenue from Rhapsody no
longer appears within our results in periods after March 31, 2010.  


(G)  Revenue is derived from RealPlayer Plus and related products, sales of third party software products, and content such
as games and music. Revenue from Rhapsody no longer appears within our results in periods after March 31, 2010.  


(H)  Consumer subscribers primarily include: SuperPass, and GamePass. We repurchased RadioPass from Rhapsody as
part of the restructuring that occurred on March 31, 2010. We have included RadioPass subscribers beginning in the quarter
ended June 30, 2010, as a result.


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



RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)













Reconciliation of GAAP net income (loss) attributable to common shareholders to adjusted EBITDA is as follows:


























Quarters Ended


June 30,


March 31,


December 31,


September 30,


June 30,


March 31,


2010


2010


2009


2009


2009


2009


(in thousands)













Net income (loss) attributable to common shareholders

$ (25,907)


$       3,228


$           (17,819)


$                 1,520


$ (188,329)


$    (12,136)

Interest income, net

(551)


(380)


(779)


(1,253)


(754)


(1,183)

Income taxes

281


(3,572)


(124)


686


1,210


1,549

Depreciation and amortization (net of noncontrolling interest effect)

5,492


6,005


6,355


5,432


5,815


5,726

Acquisitions related intangible asset amortization (net of noncontrolling interest effect)

1,167


1,239


1,797


1,784


1,649


1,768

Stock-based compensation  

2,771


3,921


5,915


4,727


5,596


5,222

Pro forma gain on sale of interest in Rhapsody  

-


598


5,577


3,839


3,444


4,010

Gain on deconsolidation of Rhapsody  

-


(10,929)


-


-


-


-

Equity in net loss of Rhapsody and other equity investments

5,427


-


116


273


269


655

Loss (gain) on sale of equity investments, net

50


-


121


(604)


(68)


(137)

Impairment of equity investments

-


-


5,020


-


-


-

Impairment of goodwill and long-lived assets

-


-


-


-


175,583


-

Restructuring and other charges

4,792


5,615


2,346


877


-


794

Loss on excess office facilities

7,082


-


-


-


-


-













Adjusted EBITDA  

$        604


$       5,725


$               8,525


$               17,281


$      4,415


$       6,268



RealNetworks, Inc. and Subsidiaries


Segment Results of Operations


(Unaudited)

















Quarter Ended June 30, 2010



TPS (A)


MSS (B)


Games(C)


Music (D)


Other


Grand Total



(in thousands)














Net revenue


$  41,122


$  19,617


$  28,145


$          -


$          -


$      88,884














Cost of revenue


17,526


4,243


7,380


-


-


29,149














Gross profit


23,596


15,374


20,765


-


-


59,735

Gross margin


57%


78%


74%


-


-


67%














Operating expenses:













Loss on excess office facilities


-


-


-


-


7,082


7,082

Restructuring and other charges


-


-


-


-


4,792


4,792

Other operating expenses


25,663


16,132


27,784


-


(24)


69,555

Total operating expenses


25,663


16,132


27,784


-


11,850


81,429














Income (loss) from operations


(2,067)


(758)


(7,019)


-


(11,850)


(21,694)














Other income (expenses):













Interest income, net


-


-


-


-


551


551

Equity in net loss of Rhapsody and other equity method investments


-


-


-


-


(5,427)


(5,427)

Gain (loss) on sale of equity investments, net


-


-


-


-


(50)


(50)

Gain on deconsolidation of Rhapsody


-


-


-


-


-


-

Other income (expenses), net


-


-


-


-


994


994














Total other income (expenses), net


-


-


-


-


(3,932)


(3,932)














Income (loss) before income taxes


(2,067)


(758)


(7,019)


-


(15,782)


(25,626)

Income taxes


-


-


-


-


(281)


(281)

Net income (loss)


(2,067)


(758)


(7,019)


-


(16,063)


(25,907)

Net income (loss) attributable to noncontrolling interest in Rhapsody


-


-


-


-


-


-

Net income (loss) attributable to common shareholders


$   (2,067)


$      (758)


$   (7,019)


$          -


$ (16,063)


$     (25,907)














Reconciliation of segment GAAP net income (loss) attributable to common shareholders to segment adjusted EBITDA is as follows:














Net income (loss) attributable to common shareholders


$   (2,067)


$      (758)


$   (7,019)


$          -


$ (16,063)


$     (25,907)

Interest income, net


-


-


-


-


(551)


(551)

Income taxes


-


-


-


-


281


281

Depreciation and amortization


2,544


718


2,230


-


-


5,492

Acquisitions related intangible asset amortization


1,106


-


61


-


-


1,167

Stock-based compensation


1,537


456


778


-


-


2,771

Equity in net loss of Rhapsody and other equity investments


-


-


-


-


5,427


5,427

Loss (gain) on sale of equity investments, net


-


-


-


-


50


50

Restructuring and other charges


-


-


-


-


4,792


4,792

Loss on excess office facilities


-


-


-


-


7,082


7,082

Adjusted EBITDA  


$    3,120


$       416


$   (3,950)


$          -


$    1,018


$           604
















Quarter Ended June 30, 2009



TPS (A)


MSS (B)


Games(C)


Music (D)


Other


Grand Total



(in thousands)














Net revenue


$  46,208


$  19,291


$  29,774


$  40,452


$          -


$    135,725














Cost of revenue


19,278


2,590


8,801


24,945


-


55,614














Gross profit


26,930


16,701


20,973


15,507


-


80,111

Gross margin


58%


87%


70%


38%


-


59%














Operating expenses:













Advertising with related party


-


-


-


6,865


-


6,865

Impairment of goodwill


50,531


46,776


41,247


37,029


-


175,583

Other operating expenses


25,512


18,417


26,761


19,808


36


90,534

Total operating expenses


76,043


65,193


68,008


63,702


36


272,982














Income (loss) from operations


(49,113)


(48,492)


(47,035)


(48,195)


(36)


(192,871)














Other income (expenses):













Interest income, net


-


-


-


-


754


754

Equity in net loss of Rhapsody and other equity method investments


-


-


-


-


(269)


(269)

Gain (loss) on sale of equity investments, net


-


-


-


-


68


68

Other income (expenses), net


-


-


-


-


(449)


(449)














Total other income (expenses), net


-


-


-


-


104


104














Income (loss) before income taxes


(49,113)


(48,492)


(47,035)


(48,195)


68


(192,767)

Income taxes


-


-


-


-


(1,210)


(1,210)

Net income (loss)


(49,113)


(48,492)


(47,035)


(48,195)


(1,142)


(193,977)

Net income (loss) attributable to noncontrolling interest in Rhapsody


-


-


-


5,648


-


5,648

Net income (loss) attributable to common shareholders


$ (49,113)


$ (48,492)


$ (47,035)


$ (42,547)


$   (1,142)


$   (188,329)














Reconciliation of segment GAAP net income (loss) attributable to common shareholders to segment adjusted EBITDA is as follows:














Net income (loss) attributable to common shareholders


$ (49,113)


$ (48,492)


$ (47,035)


$ (42,547)


$   (1,142)


$   (188,329)

Interest income, net


-


-


-


-


(754)


(754)

Income taxes


-


-


-


-


1,210


1,210

Depreciation and amortization (E)


2,847


856


1,041


1,071


-


5,815

Acquisitions related intangible asset amortization (E)


1,270


-


101


278


-


1,649

Stock-based compensation


2,464


798


1,596


738


-


5,596

Pro forma gain on sale of interest in Rhapsody


-


-


-


3,444


-


3,444

Equity in net loss of Rhapsody and other investments


-


-


-


-


269


269

Loss (gain) on sale of equity investments, net


-


-


-


-


(68)


(68)

Impairment of goodwill


50,531


46,776


41,247


37,029


-


175,583

Adjusted EBITDA  


$    7,999


$        (62)


$   (3,050)


$         13


$      (485)


$        4,415


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 Technology Products and Solutions (TPS) segment includes revenue and related costs from: sales of ringback tones, 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 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.


(B) The Media Software and Services (MSS) segment primarily includes revenue and related costs from: the SuperPass premium subscription service; RealPlayer Plus and related products; sales and distribution of third-party software products; and all advertising other than that related directly to our Music and Games businesses.  We repurchased RadioPass from Rhapsody as part of the restructuring that occurred on March 31, 2010. We have included RadioPass subscribers beginning in the quarter ended June 30, 2010, as a result.


(C) The Games segment primarily includes revenue and related costs from: the sale of individual games on our websites RealArcade.com, GameHouse.com and Zylom.com; the sales of games subscription services; advertising through our games websites; the sale of games through the syndication on partner sites, and sales of games through wireless carriers.  


(D) On March 31, 2010, we completed the restructuring of Rhapsody which resulted in our ownership decreasing to approximately 47.5% of the outstanding equity in Rhapsody and no longer having operating control.  Beginning with the quarter ended June 30, 2010, Rhapsody's revenue or other operating results are no longer consolidated within our financial statements and we are not recording any operating or other financial results for our Music segment. We now report our share of Rhapsody's income or losses as "Equity in net loss of Rhapsody and other equity method investments" in "Other income."


(E) Net of noncontrolling interest effect.




RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)


















Quarter Ended June 30, 2010






Acquisitions








Related








Intangible




As


Stock-Based


Asset




Reported


Compensation


Amortization (A)


Adjusted


(in thousands)

















Cost of revenue

$29,149


$       (228)


$    (525)


$28,396









Operating expenses:








Research and development

$27,583


$       (693)


$         -


$26,890

Sales and marketing

27,382


(811)


(642)


25,929

General and administrative

14,590


(1,039)


-


13,551









Adjusted operating expenses, net

$69,555


$    (2,543)


$    (642)


$66,370


















Quarter Ended June 30, 2009






Acquisitions








Related








Intangible




As


Stock-Based


Asset




Reported


Compensation


Amortization (A)


Adjusted


(in thousands)

















Cost of revenue

$55,614


$       (363)


$    (553)


$54,698









Operating expenses:








Research and development

$28,923


$    (2,234)


$         -


$26,689

Sales and marketing

42,273


(1,199)


(1,096)


39,978

General and administrative

19,338


(1,800)


-


17,538









Adjusted operating expenses, net

$90,534


$    (5,233)


$ (1,096)


$84,205


















Six Months Ended June 30, 2010






Acquisitions








Related








Intangible




As


Stock-Based


Asset




Reported


Compensation


Amortization (A)


Adjusted


(in thousands)

















Cost of revenue

$78,308


$       (459)


$ (1,045)


$76,804









Operating expenses:








Research and development

$62,258


$    (2,290)


$         -


$59,968

Sales and marketing

65,209


(1,807)


(1,361)


62,041

General and administrative

29,511


(2,136)


-


27,375









Adjusted operating expenses, net

$156,978


$    (6,233)


$ (1,361)


$149,384


















Six Months Ended June 30, 2009






Acquisitions








Related








Intangible




As


Stock-Based


Asset




Reported


Compensation


Amortization (A)


Adjusted


(in thousands)

















Cost of revenue

$111,635


$       (993)


$ (1,099)


$109,543









Operating expenses:








Research and development

$57,482


$    (4,058)


$         -


$53,424

Sales and marketing

85,958


(2,265)


(2,318)


81,375

General and administrative

42,169


(3,502)


-


38,667









Adjusted operating expenses, net

$185,609


$    (9,825)


$ (2,318)


$173,466









(A) - Net of noncontrolling interest effect.



RealNetworks, Inc. and Subsidiaries




Earnings Per Share Reconciliation




(Unaudited)
























Quarters Ended
June 30,


Six Months Ended
June 30,



2010


2009


2010


2009



(in thousands, except per share data)











Net income (loss) attributable to common shareholders

$(25,907)


$(188,329)


$(22,679)


$(200,465)


Less accretion of MTVN's preferred return in Rhapsody  

-


(416)


3,700


(1,850)


Net income (loss) available to common shareholders

$(25,907)


$(188,745)


$(18,979)


$(202,315)




















Shares used to compute basic net income (loss) per share available to common shareholders

135,277


134,420


135,209


134,394


Dilutive potential common shares:









Stock options and restricted stock  

-


-


-


-


Shares used to compute diluted net income (loss) per share available to common shareholders

135,277


134,420


135,209


134,394











Basic net income (loss) per share available to common shareholders

$(0.19)


$(1.40)


$(0.14)


$(1.51)


Diluted net income (loss) per share available to common shareholders

$(0.19)


$(1.40)


$(0.14)


$(1.51)



SOURCE RealNetworks, Inc.