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RealNetworks Announces First Quarter 2009 Results
 

John Chapple Named to Board of Directors

SEATTLE, May 7 /PRNewswire-FirstCall/ -- Digital entertainment services company RealNetworks(R), Inc. (Nasdaq: RNWK) today announced results for the first quarter ended March 31, 2009.

Quarterly Highlights:

  • Revenue of $140.8 million
  • Net loss of $(12.1) million or $(0.10) per share
  • Adjusted EBITDA of $4.8 million
  • Cash and short term investments of $376.5 million as of March 31, 2009

"In the midst of the deepest recession in decades, at RealNetworks we demonstrated our resiliency and delivered steady overall results," said Rob Glaser, RealNetworks' Chairman and CEO.

First Quarter Results

For the first quarter of 2009, revenue was $140.8 million, a decrease of 5%, compared with $147.6 million in the first quarter of 2008. Foreign currency exchange rate fluctuations negatively affected 2009 first quarter revenue by approximately $8.7 million compared with the year-ago quarter. Excluding the effects of these foreign exchange rate changes, revenue grew 1% year over year. Revenue trends in each of Real's businesses in the first quarter of 2009, including the effects of foreign currency exchange rate changes, compared with the year-earlier quarter were: a 16% increase in Music revenue to $44.1 million and a 3% increase in Games revenue to $32.8 million, offset by a 15% decrease in Technology Products and Solutions revenue to $43.6 million and a 23% decrease in Media Software and Services revenue to $20.3 million.

Net loss for the first quarter of 2009 was $(12.1) million, or $(0.10) per share, compared with net income of $2.4 million, or $0.02 per diluted share, in the first quarter of 2008. Adjusted EBITDA for the first quarter of 2009 was $4.8 million compared with $19.9 million in the first quarter of 2008. A reconciliation of GAAP net income to adjusted EBITDA is provided in the financial tables that accompany this release.

Gross margin was 60% in the first quarter of 2009 compared with 62% in the first quarter of 2008. Operating expenses for the first quarter of 2009 were $103.3 million, compared with $103.7 million in the first quarter of 2008. Operating expenses included $7.4 million and $7.3 million of related party advertising in Rhapsody America in the first quarter of 2009 and 2008, respectively.

Income tax provision was $1.5 million compared with $4.0 million in the year-earlier period. Interest income in the first quarter of 2009 was $1.2 million compared with $5.0 million in the year-earlier period.

As of March 31, 2009, Real had approximately $376.5 million in unrestricted cash, cash equivalents and short-term investments, of which nearly 90% is located in the U.S. In addition, Real has approximately $33.5 million in restricted cash and equity investments at March 31, 2009.

Business Outlook

Due to the high level of uncertainty regarding consumer spending, global economic trends, foreign currency exchange rate fluctuations and credit markets, RealNetworks is not providing quantitative guidance. The company expects 2009 to be a challenging year for consumer spending, online advertising and corporate infrastructure spending.

For the second quarter of 2009, Real expects overall revenue to decline year-over-year and to be flat to slightly down sequentially. Compared with the year-ago second quarter, the company expects second-quarter Music revenue to increase, and revenue in Games, Media Software and Services and Technology Products and Solutions to decline. Approximately 20% of Real's revenue is denominated in currencies other than the U.S. dollar, most notably the euro and Korean won. Based on current currency trends, Real expects revenues to be negatively affected by foreign currency rates in the second quarter.

The foregoing forward-looking statements reflect Real's expectations as of May 7, 2009. It is not Real's general practice to update these forward-looking statements until its next quarterly results announcement.

John Chapple Joins RealNetworks Board of Directors

RealNetworks also announced today that John Chapple has been appointed to the company's board of directors. Mr. Chapple brings to Real's board more than two decades of senior executive operating experience primarily with large telecommunications companies including Nextel Partners, where he served as CEO for eight years, and McCaw Cellular Communications. Mr. Chapple also serves on the board of directors of Yahoo! Inc. and Cbeyond, Inc., a voice and broadband Internet provider.

Mr. Chapple fills the vacancy on Real's board resulting from the resignation of Jeremy Jaech, which is also being announced today. Previously, Real had announced that Mr. Jaech would not be running for a new term on Real's board this year. Real anticipates nominating Mr. Chapple to serve a full term at Real's 2009 annual shareholders meeting later this year.

"We are delighted to have John Chapple join our board," said Mr. Glaser. "John's intellect, experience, and track record of creating substantial value will serve us well in the months and years ahead. I also want to thank Jeremy Jaech for his seven years of outstanding service on our board, and wish him well as CEO of Verdiem."

"It is both an honor and tremendously exciting to join the RealNetworks board," said Mr. Chapple. "Real is a fascinating company with a world-class management team and board of directors. I am looking forward to participating in the next stage of the company's growth."

Mr. Chapple has served as president of Hawkeye Investments LLC, a privately owned equity firm investing primarily in telecommunications and real estate ventures, since October 2006. Prior to forming Hawkeye, Mr. Chapple served as president, chief executive officer and chairman of the board of Nextel Partners from January 1998 to June 2006, when the company was purchased by Sprint Communications for $6.5 billion. From 1995 to 1997, Mr. Chapple was the president and chief operating officer of Orca Bay Sports and Entertainment in Vancouver, B.C., a professional sports and entertainment company, which at the time owned and operated Vancouver's National Basketball Association and National Hockey League sports franchises. From 1988 to 1995, he served as executive vice president of operations for McCaw Cellular Communications and subsequently AT&T Wireless Services following the merger of those companies.

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 www.real.com. The on-demand webcast will be available 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: First Quarter Earnings
    Leader: Rob Glaser

    Telephonic replay will be available until 8:00 p.m. (Eastern),
    May 21, 2009.
    Dial In:
    866-353-3016 Domestic
    203-369-0082 International

About Real Networks

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://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 revenue, adjusted EBITDA excluding impairments, 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) to adjusted EBITDA, to adjusted EBITDA excluding impairments, 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, available in 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, future affects of foreign currency exchange rates, and future trends in consumer and corporate infrastructure spending and online advertising. 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, particularly changes in the US dollar relative to the euro and the Korean won; 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; the potential that Real will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for its subscription service offerings and the distribution of Real's carrier application services; the emergence of new entrants and competition in the market for digital media subscription offerings and online music sales; 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; the potential outcomes and effects of claims and legal proceedings on our business, prospects, financial condition or results of operations; risks associated with the introduction of new products and services; changes in consumer and advertising spending in response to disruptions in the global financial markets; 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, 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, 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,
                                                           ----      ----
                                                           2009      2008
                                                           ----      ----
                                                        (in thousands, except
                                                           per share data)

    Net revenue                                         $140,773  $147,563

    Cost of revenue                                       56,021    55,393
                                                          ------    ------

          Gross profit                                    84,752    92,170
                                                          ------    ------

    Operating expenses:
      Research and development                            28,559    25,006
      Sales and marketing                                 43,685    53,596
      Advertising with related party (A)                   7,423     7,340
      General and administrative                          22,831    17,084
      Restructuring and other charges                        794       686
                                                             ---       ---

          Total operating expenses                       103,292   103,712
                                                         -------   -------

    Operating loss                                       (18,540)  (11,542)
                                                         -------   -------

    Other income (expenses):
      Interest income, net                                 1,183     4,958
      Equity in net loss of investments                     (655)      (91)
      Gain on sale of equity investment, net                 137         -
      Gain on sale of interest in
       Rhapsody America (B)                                    -     3,726
      Other income (expense), net                            855       768
                                                             ---       ---

          Total other income (expense), net                1,520     9,361
                                                           -----     -----

    Loss before income taxes                             (17,020)   (2,181)
    Income taxes                                          (1,549)   (4,008)
                                                          ------    ------

    Net loss                                             (18,569)   (6,189)
      Net loss attributable to the noncontrolling
       interest in Rhapsody America (C)                    6,433     8,615
                                                           -----     -----
    Net income (loss) attributable to
     common shareholders                                $(12,136)   $2,426
                                                        ========    ======

    Basic net income (loss) per share available
     to common shareholders                               $(0.10)    $0.02
    Diluted net income (loss) per share available
     to common shareholders                               $(0.10)    $0.02

    Shares used to compute basic net income (loss)
     per share available to common shareholders          134,380   142,491
    Shares used to compute diluted net income
     (loss) per share available to common
     shareholders                                        134,380   154,736


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

    (B) Consists of gains realized from MTVN's note payments to Rhapsody
        America. Effective January 1, 2009, the Company adopted SFAS No. 160
        Non-controlling Interests in Consolidated Financial Statements, an
        amendment to ARB No. 51 (SFAS 160) which requires the appreciation of
        gains on the sale of non-controlling interest to be recorded as an
        equity transaction.

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



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


                                                       March 31,  December 31,
                                                         2009           2008
                                                         ----           ----
                                                            (in thousands)
                                      ASSETS

    Current assets:
      Cash and cash equivalents                        $211,709       $232,968
      Short-term investments                            164,785        137,766
      Trade accounts receivable, net                     61,837         70,201
      Deferred costs, current portion                     6,948          4,026
      Prepaid expenses and other current assets          31,004         34,599
                                                         ------         ------

            Total current assets                        476,283        479,560
                                                        -------        -------

    Equipment, software, and
     leasehold improvements, at cost:
      Equipment and software                            138,004        135,788
      Leasehold improvements                             30,758         30,719
                                                         ------         ------
        Total equipment, software,
         and leasehold improvements                     168,762        166,507
      Less accumulated depreciation
       and amortization                                 107,913        103,500
                                                        -------        -------
        Net equipment, software,
         and leasehold improvements                      60,849         63,007

    Restricted cash equivalents
     and investments                                     14,767         14,742
    Equity investments                                   18,754         18,582
    Other assets                                          3,992          3,775
    Deferred costs, non-current portion                   6,854          6,120
     Deferred tax assets, net,
      non-current portion                                 8,980          9,236
    Other intangible assets, net                         15,747         18,727
    Goodwill                                            170,618        175,264
                                                        -------        -------

        Total assets                                   $776,844       $789,013
                                                       ========       ========

                       LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
      Accounts payable                                  $48,540        $36,575
      Accrued and other liabilities                     111,679        118,688
      Deferred revenue, current portion                  39,421         39,835
      Related party payable (A)                           7,598         13,155
      Accrued loss on excess office
       facilities, current portion                        4,251          4,317
                                                          -----          -----

        Total current liabilities                       211,489        212,570

    Deferred revenue, non-current portion                 2,087          1,961
    Accrued loss on excess office facilities,
      non-current portion                                 1,909          2,893
    Deferred rent                                         4,589          4,614
    Deferred tax liabilities, net,
     non-current portion                                    866          1,379
    Other long-term liabilities                          11,521         11,660
                                                         ------         ------

        Total liabilities                               232,461        235,077

    Noncontrolling interest in Rhapsody America (B)       5,427            378

    Shareholders' equity                                538,956        553,558
                                                        -------        -------

        Total liabilities and shareholders' equity     $776,844       $789,013
                                                       ========       ========

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

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



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

                                                            Quarters Ended
                                                              March 31,
                                                           ---------------
                                                             2009      2008
                                                             ----      ----
                                                            (in thousands)

    Cash flows from operating activities:
     Net income (loss) attributable to common
      shareholders                                       $(12,136)   $2,426
     Adjustments to reconcile net income (loss)
      attributable to common shareholders to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                       7,776    12,971
        Stock-based compensation                            5,222     5,489
        (Gain) loss on disposal of equipment,
         software, and leasehold improvements                 (33)       75
        Equity in net loss of investments                     655        91
        Gain on sale of equity investment, net               (137)        -
        Excess tax benefit from stock option exercises         (9)      (50)
        Accrued restructuring and other charges            (2,951)        -
        Accrued loss on excess office facilities           (1,050)     (841)
        Deferred income taxes, net                           (212)     (939)
        Noncontrolling interest in Rhapsody America        (6,433)   (8,615)
        Gain on sale of interest in Rhapsody America            -    (3,726)
        Other                                                  10        32
        Net change in certain operating assets and
        liabilities, net of acquisitions                   13,259   (18,202)
                                                           ------   -------

        Net cash provided by (used in)
         operating activities                               3,961   (11,289)
                                                            -----   -------

    Cash flows from investing activities:
      Purchases of equipment, software,
       and leasehold improvements                          (3,042)   (7,203)
      Purchases of short-term investments                 (52,415)  (49,798)
      Proceeds from sales and maturities
       of short-term investments                           25,396    68,838
      Proceeds from the sales of
       equity investments                                     137       350
      Purchases of equity investments                      (2,000)        -
      Payment of acquisition costs,
       net of cash acquired                                (3,154)   (6,011)
      Decrease in restricted cash
       equivalents and investments, net                       (25)       (9)
                                                              ---        --

        Net cash provided by (used in)
         investing activities                             (35,103)    6,167
                                                          -------     -----

    Cash flows from financing activities:
      Net proceeds from sales of common
       stock under employee stock purchase
       plan and exercise of stock options                      12     1,072
      Net proceeds from sales of
       interest in Rhapsody America                        12,667     7,406
      Excess tax benefit from
       stock option exercises                                   9        50
                                                              ---       ---

        Net cash provided by financing activities          12,688     8,528
                                                           ------     -----

    Effect of exchange rate changes
     on cash and cash equivalents                          (2,805)   (1,366)
                                                           ------    ------

        Net increase (decrease) in
         cash and cash equivalents                        (21,259)    2,040

    Cash and cash equivalents,
     beginning of period                                  232,968   476,697
                                                          -------   -------

    Cash and cash equivalents,
     end of period                                       $211,709  $478,737
                                                         ========  ========



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

                                    2009                  2008
                                    ----                  ----
                                     Q1       Q4       Q3       Q2       Q1
                                    ----     ----     ----     ----     ----
                                                 (in thousands)
      Net Revenue by Line of
       Business:
      Consumer products and
       services (A)                $97,194 $100,282 $100,322 $101,353  $96,286
      Technology products and
       solutions (B)                43,579   52,362   51,633   51,295   51,277
                                    ------   ------   ------   ------   ------

     Total net revenue            $140,773 $152,644 $151,955 $152,648 $147,563
                                  ======== ======== ======== ======== ========

     Consumer Products and
      Services:
     Subscriptions (C)             $59,052  $57,853  $57,776  $55,658  $55,193
     Media properties (D)           15,536   18,337   19,946   23,472   18,702
     E-commerce and other (E)       22,606   24,092   22,600   22,223   22,391
                                    ------   ------   ------   ------   ------

     Total consumer products and
      services revenue             $97,194 $100,282 $100,322 $101,353  $96,286
                                   ======= ======== ======== ========  =======

     Consumer Products and
      Services:
     Music (F)                     $44,053  $43,882  $41,591  $37,170  $38,079
     Media software and
      services (G)                  20,318   22,695   24,531   29,238   26,409
     Games  (H)                     32,823   33,705   34,200   34,945   31,798
                                    ------   ------   ------   ------   ------

     Total consumer products and
      services revenue             $97,194 $100,282 $100,322 $101,353  $96,286
                                   ======= ======== ======== ========  =======

     Net Revenue by Geography:
     United States                 $96,666 $101,369 $102,363 $100,898  $99,169
     Rest of world                  44,107   51,275   49,592   51,750   48,394
                                    ------   ------   ------   ------   ------

     Total net revenue            $140,773 $152,644 $151,955 $152,648 $147,563
                                  ======== ======== ======== ======== ========

    Subscribers (presented as
     greater than) *:
      Total subscribers (I)         36,450   34,100   32,650   35,000   32,200
      Technology products and
       solutions application
       services subscribers (J)     33,850   31,500   29,950   32,450   29,500
    Music subscribers:
      Consumer music subscribers:
        Rhapsody subscribers           800      775      750      600      600
        Radio subscribers            1,200    1,225    1,250    1,225    1,275
                                     -----    -----    -----    -----    -----
          Total consumer music
           subscribers               2,000    2,000    2,000    1,825    1,875
      Technology products and
       solutions application
       services music
       subscribers (K)                 900      875      850      800      800
                                       ---      ---      ---      ---      ---
        Total Music Subscribers**    2,900    2,875    2,850    2,625    2,675

    * 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 FunPass.

    (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, 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 game subscription services, 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, and GamePass.

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

    (K)  Technology products and solutions application services music
         subscribers include music-on-demand.



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

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

                                              Quarters Ended
                                             ----------------
                              March     December   September   June    March
                                31,        31,         30,      30,      31,
                               2009       2008        2008     2008     2008
                               ----       ----        ----     ----     ----
                                              (in thousands)

     Net income
      (loss) attributable
      to common
      shareholders          $(12,136) $(240,499)    $(4,500) $(1,305)  $2,426
     Interest
      income, net             (1,183)    (2,255)     (2,865)  (3,375)  (4,958)
     Stock-based
      compensation             5,222      6,056       5,955    6,031    5,489
     Loss (gain) on
      equity investments,
      net                       (137)        12           -     (222)       -
     Conversion of
      WiderThan stock
      options to a cash
      equivalent                  17         11          16       26       89
     Depreciation and
      amortization (net of
      noncontrolling
      interest effect)         5,726      5,784       6,165    6,186    6,282
     Acquisitions
      related intangible
      asset amortization
      (net of noncontrolling
      interest effect)         1,768      1,872       5,752    6,171    6,315
     Impairment of
      long-lived assets
      (net of noncontrolling
      interest effect)             -    190,347           -        -        -
     Impairment of deferred
      costs and prepaid
      royalties                    -     19,666           -        -        -
     Restructuring
      and other charges          794      6,147           -        -      686
     Pro forma gain on sale
      of interest in
      Rhapsody America         4,010      6,568           -        -        -
     Expenses (benefit)
      related to antitrust
      litigation:
       Income                      -          -           -        -        -
       Expenses                    -        179         174      202      202
       Charitable
        contributions              -          -           -        -        -
     Income taxes              1,549     17,392         728    3,700    4,008
                               -----     ------         ---    -----    -----
         Adjusted EBITDA
          excluding
          impairments         $5,630    $11,280     $11,425  $17,414  $20,539
                              ------    -------     -------  -------  -------

     Impairments:
         Impairment of
          deferred costs
          and prepaid
          royalties                -    (19,666)          -        -        -
          Restructuring and
          other charges         (794)    (6,147)          -        -     (686)
                                ----     ------         ---      ---     ----
         Adjusted EBITDA      $4,836   $(14,533)    $11,425  $17,414  $19,853
                              ======   ========     =======  =======  =======



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

                                    Quarter Ended March 31, 2009
                                    ----------------------------
                         Music     MSS     Games     TPS             Grand
                          (A)      (B)      (C)      (D)     Other   Total
                         -----     ----    -----     ----    -----   ------
                                           (in thousands)

    Net revenue         $44,053  $20,318  $32,823  $43,579      $-  $140,773

    Cost of revenue      27,300    3,707    8,564   16,450       -    56,021
                         ------    -----    -----   ------     ---    ------

    Gross profit         16,753   16,611   24,259   27,129       -    84,752
                         ------   ------   ------   ------     ---    ------
      Gross margin           38%      82%      74%      62%      -        60%

    Operating expenses:
     Advertising with
      related party       7,423        -        -        -       -     7,423
     Restructuring
      and other charges     301       67      305      121       -       794
     Other operating
       expenses          22,093   19,882   26,846   26,216      38    95,075
                         ------   ------   ------   ------     ---    ------
        Total
         operating
         expenses        29,817   19,949   27,151   26,337      38   103,292
                         ------   ------   ------   ------     ---   -------

    Income (loss) from
     operations         (13,064)  (3,338)  (2,892)     792     (38)  (18,540)
                        -------   ------   ------      ---     ---   -------

    Other income
     (expenses):
      Interest
       income, net            -        -        -        -   1,183     1,183
      Equity in net
       loss of
       investments            -        -        -        -    (655)     (655)
      Gain on sale
       of equity
       investments, net       -        -        -        -     137       137
      Gain on sale
       of interest
       in Rhapsody
       America (E)            -        -        -        -       -         -
      Other income
       (expenses), net        -        -        -        -     855       855
                            ---      ---      ---      ---     ---       ---

        Total other
         income
         (expenses), net      -        -        -        -   1,520     1,520
                            ---      ---      ---      ---   -----     -----

    Income (loss)
     before income
     taxes              (13,064)  (3,338)  (2,892)     792   1,482   (17,020)
    Income taxes              -        -        -        -  (1,549)   (1,549)
                            ---      ---      ---      ---  ------    ------
    Net income (loss)   (13,064)  (3,338)  (2,892)     792     (67)  (18,569)
    Net income (loss)
     attributable to
     noncontrolling
     interest in
     Rhapsody America     6,433        -        -        -       -     6,433
                          -----      ---      ---      ---     ---     -----
    Net income (loss)
     attributable to
     common
     shareholders       $(6,631) $(3,338) $(2,892)    $792    $(67) $(12,136)
                        =======  =======  =======     ====    ====  ========

    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     $(6,631) $(3,338) $(2,892)    $792    $(67) $(12,136)
      Income taxes            -        -        -        -   1,549     1,549
      Interest income,
       net                    -        -        -        -  (1,183)   (1,183)
      Stock-based
       compensation         865      698    1,397    2,262       -     5,222
      Conversion of
       WiderThan stock
       options to a cash
       equivalent             -        -        -       17       -        17
      Acquisitions
       related intangible
       asset
       amortization (F)     278        -      144    1,346       -     1,768
      Pro forma gain
       on sale of interest
       in Rhapsody
       America            4,010        -        -        -       -     4,010
      Gain on sale
       of equity
       investments, net       -        -        -        -    (137)     (137)
      Depreciation and
       amortization (F)   1,102      819      951    2,854       -     5,726
      Expenses (benefit)
       related to
       antitrust
       litigation:
        Income                -        -        -        -       -         -
        Expenses              -        -        -        -       -         -
        Charitable
         contributions        -        -        -        -       -         -
                            ---      ---      ---      ---     ---       ---
            Adjusted
            EBITDA        $(376) $(1,821)   $(400)  $7,271    $162    $4,836
                          =====  =======    =====   ======    ====    ======



                                     Quarter Ended March 31, 2008
                                     ----------------------------
                          Music     MSS     Games     TPS             Grand
                           (A)      (B)      (C)      (D)     Other   Total
                          -----     ----    -----     ----    -----   ------
                                            (in thousands)

    Net revenue          $38,079  $26,409  $31,798  $51,277       -  $147,563

    Cost of revenue       21,519    3,976    8,637   21,261       -    55,393
                          ------    -----    -----   ------     ---    ------

    Gross profit          16,560   22,433   23,161   30,016       -    92,170
                          ------   ------   ------   ------     ---    ------
      Gross margin            43%      85%      73%      59%      -        62%

    Operating expenses:
      Advertising with
       related party       7,340        -        -        -       -     7,340
      Restructuring
       and other charges     635       12       30        9       -       686
      Other operating
       expenses           25,631   14,731   22,901   32,186     237    95,686
                          ------   ------   ------   ------     ---    ------
        Total operating
         expenses         33,606   14,743   22,931   32,195     237   103,712
                          ------   ------   ------   ------     ---   -------

    Income
     (loss) from
     operations          (17,046)   7,690      230   (2,179)   (237)  (11,542)
                         -------    -----      ---   ------    ----   -------

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

        Total other income
         (expenses), net   3,726        -        -        -   5,635     9,361
                           -----      ---      ---      ---   -----     -----

    Income (loss) before
     income taxes        (13,320)   7,690      230   (2,179)  5,398    (2,181)
    Income taxes               -        -        -        -  (4,008)   (4,008)
                             ---      ---      ---      ---  ------    ------
    Net income (loss)    (13,320)   7,690      230   (2,179)  1,390    (6,189)
    Net income (loss)
     attributable to
     noncontrolling
     interest in
     Rhapsody America      8,615        -        -        -       -     8,615
                           -----      ---      ---      ---     ---     -----
    Net income (loss )
     attributable
     to common
     shareholders        $(4,705)  $7,690     $230  $(2,179) $1,390    $2,426
                         =======   ======     ====  =======  ======    ======

    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      $(4,705)  $7,690     $230  $(2,179) $1,390    $2,426
      Income taxes             -        -        -        -   4,008     4,008
      Interest
       income, net             -        -        -        -  (4,958)   (4,958)
      Stock-based
       compensation        1,079      713    1,123    2,574       -     5,489
      Conversion of
       WiderThan stock
       options to a
       cash equivalent         -        -        -       89       -        89
      Acquisitions related
       intangible asset
       amortization (F)      384        -      805    5,126       -     6,315
      Depreciation and
       amortization (F)    1,410    1,303      738    2,831       -     6,282
      Expenses (benefit)
       related to
       antitrust
       litigation:
        Income                 -        -        -        -       -         -
        Expenses               -        -        -        -     202       202
        Charitable
         contributions         -        -        -        -       -         -
                             ---      ---      ---      ---     ---       ---
            Adjusted
            EBITDA       $(1,832)  $9,706   $2,896   $8,441    $642   $19,853
                         =======   ======   ======   ======    ====   =======

    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 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.

    (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) 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.

    (E) Comprises gains realized from MTVN's note payments to Rhapsody
        America.  Effective January 1, 2009, the Company adopted SFAS 160
        which requires the appreciation of gains on the sale of non-
        controlling interest to be recorded as an equity transaction.
    (F) Net of noncontrolling interest effect.



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

                              Quarter Ended March 31, 2009
                             ------------------------------
                                     Acquisitions
                                        Related   WiderThan
                                        Intang-    Options    Anti-
                               Stock-    ible     Converted   trust
                               Based    Asset     to a Cash   Liti-
                       As      Compen-  Amorti-    Equiva-   gation
                    Reported   sation   zation(A)   lent     Related  Adjusted
                                          (in thousands)
    Expenses in
     accordance
     with GAAP

    Cost of
     revenue        $56,021    $(630)    $(546)     $(1)       $-     $54,844

    Operating
     expenses:
     Research and
      development   $28,559  $(1,824)       $-      $(5)       $-     $26,730
     Sales and
      marketing      43,685   (1,066)   (1,222)     (11)        -      41,386
     General and
      administrative 22,831   (1,702)        -        -         -      21,129
                     ------   ------       ---      ---       ---      ------

      Adjusted
       operating
       expenses,
       net          $95,075  $(4,592)  $(1,222)    $(16)       $-     $89,245
                    =======  =======   =======     ====       ===     =======

                              Quarter Ended March 31, 2009
                             ------------------------------
                                     Acquisitions
                                        Related   WiderThan
                                        Intang-    Options    Anti-
                               Stock-    ible     Converted   trust
                               Based    Asset     to a Cash   Liti-
                       As      Compen-  Amorti-    Equiva-   gation
                    Reported   sation   zation(A)   lent     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
     General and
      administrative 17,084   (1,434)        -        -      (202)     15,448
                     ------   ------       ---      ---      ----      ------

      Adjusted
       operating
       expenses,
       net          $95,686  $(5,255)  $(4,000)    $(68)    $(202)    $86,161
                    =======  =======   =======     ====     =====     =======

     (A) - Net of noncontrolling interest effect.



              RealNetworks, Inc. and Subsidiaries
               Earnings Per Share Reconciliation
                          (Unaudited)


                                               Quarters Ended
                                                  March 31,
                                                ----     ----
                                                2009     2008
                                                ----     ----
                                            (in thousands, except
                                               per share data)

    Net income (loss)
     attributable to common
     shareholders                            $(12,136)  $2,426
    Less accretion of MTVN's
     preferred return in
     Rhapsody America                          (1,434)       -
                                               ------      ---
    Net income (loss)available
     to common shareholders                  $(13,570)  $2,426
                                             ========   ======

    Shares used to compute
     basic net income (loss)
     per share available to
     common shareholders                      134,380  142,491
    Dilutive potential common
     shares:
      Stock options and restricted
     stock                                          -    1,495
      Convertible debt                              -   10,750
                                                  ---   ------
       Shares used to compute diluted
        net income (loss) per share
        available to common shareholders      134,380  154,736

       Basic net income (loss)
        per share available
        to common shareholders                 $(0.10)   $0.02
       Diluted net income (loss)
        per share available to
        common shareholders                    $(0.10)   $0.02

RNWK-F


SOURCE RealNetworks, Inc.