RealNetworks Announces Fourth Quarter and Full Year 2008 Results

RealNetworks Announces Fourth Quarter and Full Year 2008 Results

SEATTLE, Feb. 12 /PRNewswire-FirstCall/ -- Digital entertainment services company RealNetworks(R), Inc. (NASDAQ:RNWK) today announced results for the fourth quarter and fiscal year ended December 31, 2008.

Quarterly Highlights:

-- Revenue of $152.6 million
-- Net loss of $(240.5) million or $(1.78) per share
-- Adjusted EBITDA of $(14.5) million
-- Adjusted EBITDA, excluding impairments, of $11.3 million

Full Year Highlights:

-- Record revenue of $604.8 million
-- Net loss of $(243.9) million or $(1.74) per share
-- Adjusted EBITDA of $34.2 million
-- Adjusted EBITDA, excluding impairments, of $60.7 million
-- Cash and short term investments of $370.7 million as of December 31,
2008

"In spite of a difficult and turbulent macro-economic environment, RealNetworks delivered revenue in line with our fourth-quarter expectations," said Rob Glaser, CEO of RealNetworks. "We believe that the high-value, low- cost digital entertainment products and services we offer consumers are a great fit for these tough financial times."

Fourth Quarter Results

For the fourth quarter of 2008, revenue declined 3% to $152.6 million compared with $156.9 million for the fourth quarter of 2007. Foreign currency exchange rate fluctuations negatively affected 2008 fourth quarter revenue by approximately $6.3 million compared with the year-ago quarter. Excluding the effects of foreign exchange rate changes, revenue grew 1% year over year. Revenue trends in each of Real's businesses in the fourth quarter of 2008 compared with the year-earlier quarter were: a 9% increase in Games revenue to $33.7 million, an 8% increase in Music revenue to $43.9 million, an 11% decrease in Media Software and Services revenue to $22.7 million, and a 13% decrease in Technology Products and Solutions revenue to $52.4 million.

Net loss for the fourth quarter of 2008 was $(240.5) million, or $(1.78) per share, compared with net income of $2.7 million, or $0.02 per diluted share, in the fourth quarter of 2007. Included in the fourth quarter 2008 net loss were impairment charges, net of tax benefit, totaling $240.7 million. Of these charges, approximately $5.5 million is expected to result in a use of cash over future quarters.

Adjusted EBITDA for the fourth quarter of 2008 was a loss of $(14.5) million compared with $15.7 million in the fourth quarter of 2007. Adjusted EBITDA for the fourth quarter of 2008 included impairments of $25.8 million. Adjusted EBITDA excluding impairments for the fourth quarter of 2008 was $11.3 million compared with $19.4 million in the fourth quarter of 2007. A reconciliation of GAAP net loss to adjusted EBITDA and adjusted EBITDA excluding impairments is provided in the financial tables that accompany this release.

As of December 31, 2008, Real had approximately $371 million in unrestricted cash, cash equivalents and short-term investments, of which approximately 89% is located in the U.S. In addition, Real has approximately $33 million in restricted cash and equity investments at December 31, 2008. Use of cash in the fourth quarter included approximately $27.1 million for the repurchase of 6.1 million shares of common stock and $9.9 million for an equity investment in a public technology company in conjunction with SK Telecom. The stock repurchases in the fourth quarter completed the repurchase authorization approved by Real's Board of Directors in April 2008. Since the beginning of 2005, Real has repurchased approximately 54 million shares through its repurchase programs for approximately $382 million.

Gross margin in the fourth quarter, including impairments, was 48%, compared with 61% for the fourth quarter a year earlier. Gross margin was 61% in the fourth quarter of 2008 when excluding the effect of a $19.7 million charge to reflect the impairment of deferred project costs and prepaid royalties.

Income tax provision was $(17.4) million, including a $22.2 million increase in the valuation allowance for deferred tax assets, net of the tax benefit related to fourth quarter impairments, compared with ($47,000) in the year-earlier period. Interest income in the fourth quarter of 2008 was $2.3 million compared with $6.4 million in the year-earlier period.

Impairment Charges

The impairment charges in the fourth quarter of 2008 included:

-- A charge of $192.7 million to reflect the impairment of goodwill and
acquired intangible assets.
-- A charge of $19.7 million to impair certain deferred project costs and
pre-paid royalties, which resulted in a reduction to fourth quarter
gross margins.
-- Restructuring and other charges of $6.1 million to reflect a reduction
in force in the fourth quarter and the write-off of capitalized
transaction-related costs associated with the company's plan to
separate its games business from the parent company.
-- A charge of $22.2 million to reflect an increase in the valuation
allowance for deferred tax assets, net of the tax benefit related to
the above mentioned items.

In addition, the accounting for the quarterly gain on the 2007 sale of 49% of Rhapsody America was not reflected in the income statement in the fourth quarter due to declines in market valuations and, therefore, a decline in the assumed valuation of the Rhapsody America venture. In prior periods, and in accordance with Staff Accounting Bulletin 51, "Accounting for Sales of Stock of a Subsidiary," the gain was reflected in the income statement as a "gain on sale of interest in Rhapsody America," but for the fourth quarter of 2008, a $6.6 million gain was recorded directly to shareholders' equity. Although the accounting has changed, the economic effect of the transaction on the company remains the same. As previously reported, due to a change in the accounting rules relating to minority interests, the company expected to end recording the amount in the income statement and instead to start recording it in shareholders' equity beginning in the first quarter of 2009.

Full Year Results

For 2008, revenue grew 7% to $604.8 million compared with $567.6 million in 2007. Foreign currency exchange rate fluctuations negatively affected 2008 revenue by approximately $3.0 million compared with 2007. Revenue trends in each of Real's businesses for the full year 2008 compared with 2007 were: a 24% increase in Games revenue to $134.6 million, an 8% increase in Music revenue to $160.7 million, and relatively unchanged revenue in Technology Products and Solutions of $206.6 million and in Media Software and Services of $102.9 million.

Adjusted EBITDA for 2008 was $34.2 million, compared with $53.9 million in 2007. Adjusted EBITDA excluding impairments for 2008 was $60.7 million compared with $57.7 million for 2007. A reconciliation of GAAP net loss to adjusted EBITDA and adjusted EBITDA excluding impairments is provided in the financial tables that accompany this release.

Net loss for the year was $(243.9) million, or $(1.74) per share, compared with net income of $48.3 million, or $0.29 per diluted share, in 2007. Net income in 2007 included a net benefit from the antitrust settlement with Microsoft of $60.7 million in the first quarter.

Gross margin for the year, including fourth-quarter 2008 impairments of $19.7 million for deferred project costs and prepaid royalties, was 58%, compared with 62% a year earlier. Gross margin was 61% in 2008, excluding the aforementioned fourth-quarter impairments.

Income tax provision for 2008 was $(25.8) million compared with $(27.5) million in 2007, and interest income in 2008 was $13.5 million compared with $30.9 million in 2007.

Business Outlook

Due to the high level of uncertainty regarding consumer spending, global economic trends, foreign 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 IT spending.

For the first quarter of 2009, Real expects overall revenue to decline sequentially and year over year. Compared with the year-earlier quarter, the company expects first-quarter Music revenue to increase, Games revenue to be flat, and revenue in 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 rates, Real expects reported revenues to be negatively affected by foreign currency trends.

The foregoing forward-looking statements reflect Real's expectations as of Feb. 12, 2009. It is not Real's general practice to update these forward- looking statements until its next quarterly results announcement.

Webcast and Conference Call Information

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

Conference Call Details
5:00 p.m. (Eastern) / 2:00 p.m. (Pacific)
Dial In:
800-857-5305 Domestic
773-681-5857 International
Passcode: Fourth Quarter Earnings
Leader: Rob Glaser

Telephonic replay will be available until 8:00 p.m. (Eastern),
February 26, 2009.
Dial In:
800-819-5743 Domestic
203-369-3828 International

RNWK-F

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, we present investors with certain non-GAAP financial measures, including adjusted revenue, adjusted EBITDA, adjusted EBITDA excluding impairments, adjusted EBITDA excluding impairments by reporting segment, adjusted cost of revenue, gross margin excluding impairments and adjusted operating expenses.

-- Adjusted revenue consists of revenue excluding the impact of foreign
exchange rate fluctuations experienced in the fourth quarter.
-- Adjusted EBITDA consists of net income excluding the impact of the
following: interest income, net; income taxes; depreciation;
amortization (net of minority interest effect); stock-based
compensation; expenses for employee stock options that were converted
to cash rights; equity investment gains and losses from sales or
impairments; income and expenses including charitable contributions
related to the Microsoft agreements; impairment of long-lived assets
(net of minority interest effect); gain on initial formation of
Rhapsody America; and the effect of the fourth quarter change in
accounting for the sale of minority interest in Rhapsody America.
-- Adjusted EBITDA excluding impairments and adjusted EBITDA excluding
impairments by reporting segment consist of net income excluding the
impact of the following: interest income, net; income taxes;
depreciation; amortization (net of minority interest effect); stock-
based compensation; expenses for employee stock options that were
converted to cash rights; equity investment gains and losses from sales
or impairments; income and expenses including charitable contributions
related to the Microsoft agreements; impairment of long-lived assets
(net of minority interest effect); impairment of deferred costs and
prepaid royalties; restructuring and other charges; gain on initial
formation of Rhapsody America; and the effect of the fourth quarter
change in accounting for the sale of minority interest in Rhapsody
America.
-- Adjusted cost of revenue consists of GAAP cost of revenue excluding
stock-based compensation expenses, acquisition costs including
amortization of intangible assets (net of minority interest effect),
expenses for employee stock options that were converted to cash rights,
and impairments of deferred costs and prepaid royalties.
-- Gross margin excluding impairments consists of GAAP gross margin
excluding the effect of impairments of deferred costs and prepaid
royalties.
-- Adjusted operating expenses consist of GAAP operating expenses
excluding stock-based compensation expenses, antitrust litigation
expenses (benefits), acquisition costs including amortization of
intangible assets (net of minority interest effect), expenses for
employee stock options that were converted to cash rights, impairments
of long-lived assets (net of minority interest effect), and
restructuring and other charges.

RealNetworks believes that the presentation of adjusted revenue, adjusted EBITDA, adjusted EBITDA excluding impairments, adjusted EBITDA excluding impairments by reporting segment, adjusted cost of revenue, gross margin excluding impairments and adjusted operating expenses provide important supplemental information to management and investors regarding financial and business trends relating to the company's financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with our past financial reports, and also facilitates comparisons with other companies in our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used these non-GAAP measures when evaluating operating performance because the inclusion or exclusion of the items described above provides additional useful measures of our operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors in order to enable them to perform additional analyses of past, present and future operating performance, to enable them to compare us with other companies, and as a supplemental means to evaluate our ongoing operations. In addition, RealNetworks believes that providing adjusted revenue allows investors to compare 2008 revenue with 2007 revenue in constant dollars, providing a more consistent view of revenue trends for its ongoing business. Externally, we believe that adjusted EBITDA and adjusted EBITDA excluding impairments are useful to investors in their assessment of our operating performance and the valuation of our company.

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

-- supplementing the financial results and forecasts reported to our board
of directors;
-- evaluating the operating performance of our company which includes
direct and incrementally controllable revenue and costs of operations,
but excludes items considered by management to be non-cash or non-
operating such as interest income and expense, stock-based compensation,
tax expense, depreciation and amortization; impairment of long-lived
assets; or not within management's control, such as significant
fluctuations in foreign currencies;
-- managing and comparing performance internally across our businesses and
externally against our peers;
-- establishing internal operating budgets; and
-- evaluating and valuing potential acquisition candidates.

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

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

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

Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to Real's current expectations for future revenue, future affects of foreign currency exchange rates, future accounting treatment of minority interests and future trends in consumer and corporate IT spending and online advertising. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: potentially large changes in Real's GAAP tax rate that could result from even small changes in Real's pretax earnings; 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; risks associated with the creation and operation of Rhapsody America; risks associated with acquisitions generally, and the acquisitions of WiderThan, Sony NetServices, Game Trust, Trymedia and Exomi in particular, including the risks of integration, unknown liabilities and operations in new markets and geographies; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings and the distribution of our 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, and its quarterly reports on Form 10-Q and from time to time in other reports filed by RealNetworks with the Securities and Exchange Commission. The preparation of our financial statements and forward-looking financial guidance requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. The Company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

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

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

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

Net revenue $152,644 $156,882 $604,810 $567,620

Cost of revenue 60,042 61,705 233,244 213,491
Impairment of deferred costs
and prepaid royalties 19,666 - 19,666 -

Gross profit 72,936 95,177 351,900 354,129

Operating expenses:
Research and development 28,533 27,719 113,680 102,731
Sales and marketing 50,192 56,819 211,922 209,412
Advertising with related
party (A) 12,480 16,613 44,213 24,360
General and administrative 19,107 16,159 69,981 67,326
Impairment of long-lived
assets 192,676 - 192,676 -
Restructuring and other
charges 6,147 3,748 6,833 3,748

Subtotal operating expenses 309,135 121,058 639,305 407,577

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

Total operating expenses 309,135 121,058 639,305 346,830

Operating income (loss) (236,199) (25,881) (287,405) 7,299

Other income (expenses):
Interest income, net 2,255 6,417 13,453 30,874
Equity in net loss of
investments (271) (308) (695) (440)
Gain (loss) on sale of equity
investment, net (12) (34) 210 98
Minority interest in Rhapsody
America (C) 12,426 13,318 41,555 19,784
Gain on sale of interest in
Rhapsody America (D) - 8,464 14,502 16,410
Other income (expense), net (1,306) 756 330 1,746

Total other income expense, net 13,092 28,613 69,355 68,472

Income (loss) before income
taxes (223,107) 2,732 (218,050) 75,771
Income taxes (17,392) (47) (25,828) (27,456)

Net income (loss) $(240,499) $2,685 $(243,878) $48,315

Basic net income (loss) per
share $(1.78) $0.02 $(1.74) $0.32
Diluted net income (loss) per
share $(1.78) $0.02 $(1.74) $0.29

Shares used to compute basic
net income (loss) per share 135,402 144,387 140,431 151,665
Shares used to compute diluted
net income (loss) per share 135,402 157,626 140,431 166,410

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

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

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

(D) Consists of gains realized from MTVN's note payments to Rhapsody
America. In accordance with Staff Accounting Bulletin 51, "Accounting
for Sales of Stock of a Subsidiary," (SAB 51) beginning in the fourth
quarter of 2008, this gain is recognized as a component of
shareholders' equity.

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

As of As of
December 31, December 31,
2008 2007
(in thousands)
ASSETS

Current assets:
Cash and cash equivalents $232,968 $476,697
Short-term investments 137,766 79,932
Trade accounts receivable, net 70,201 84,674
Deferred costs, current portion 4,026 6,408
Prepaid expenses and other current
assets 34,599 33,845

Total current assets 479,560 681,556

Equipment, software, and leasehold
improvements, at cost:
Equipment and software 135,788 109,621
Leasehold improvements 30,719 30,632
Total equipment, software, and
leasehold improvements 166,507 140,253
Less accumulated depreciation and
amortization 103,500 83,756

Net equipment, software, and
leasehold improvements 63,007 56,497

Restricted cash equivalents and investments 14,742 15,509
Equity investments 18,582 9,976
Other assets 9,895 10,161
Deferred tax assets, net, non-current
portion 9,236 40,913
Other intangible assets, net 18,727 107,677
Goodwill 175,264 353,153

Total assets $789,013 $1,275,442

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $36,575 $56,160
Accrued and other liabilities 118,688 114,136
Deferred revenue, current portion 39,835 39,564
Related party payable (A) 13,155 17,241
Convertible debt - 100,000
Accrued loss on excess office facilities,
current portion 4,317 3,389

Total current liabilities 212,570 330,490

Deferred revenue, non-current
portion 1,961 2,663
Accrued loss on excess office
facilities, non-current portion 2,893 7,311
Deferred rent 4,614 4,518
Deferred tax liabilities, net, non-current
portion 1,379 22,060
Other long-term liabilities 11,660 13,683

Total liabilities 235,077 380,725

Minority interest (B) 378 19,613

Shareholders' equity (C) 553,558 875,104

Total liabilities and shareholders'
equity $789,013 $1,275,442

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

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

(C) In accordance with SAB 51, beginning in Q4 2008, shareholders' equity
includes gains realized from MTVN's note payments to Rhapsody America.

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

Years Ended December 31,
2008 2007
(in thousands)

Cash flows from operating activities:
Net income (loss) $(243,878) $48,315
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 45,968 45,225
Stock-based compensation 23,531 23,918
Loss on disposal of equipment,
software, and leasehold
improvements 10 302
Equity in net loss of investments 198 440
Gain on sale of equity investment, net (210) (98)
Excess tax benefit from stock option
exercises (127) (562)
Accrued impairment of deferred costs and
prepaid royalties 2,146 -
Impairment of long-lived assets 192,676 -
Accrued restructuring and other charges 3,378 -
Accrued loss on excess office facilities (3,490) (3,801)
Proceeds on sale of trading securities - 270,000
Purchase of trading securities - (270,000)
Deferred income taxes, net 11,583 (9,549)
Minority interest in Rhapsody America (41,555) (19,784)
Gain on sale of interest in Rhapsody
America (14,502) (16,410)
Other 111 95
Net change in certain assets and
liabilities, net of acquisitions (5,622) 318

Net cash provided by (used in)
operating activities (29,783) 68,409

Cash flows from investing activities:
Purchases of equipment, software,
and leasehold improvements (29,530) (26,658)
Purchases of short-term investments (251,887) (133,427)
Proceeds from sales and maturities
of short-term investments 194,052 207,183
Purchases of intangible assets (2,839) (2,796)
Proceeds from the sales of equity
investments 1,139 1,615
Purchases of equity investments (14,400) (1,656)
Payment of acquisition costs, net of
cash acquired (10,192) (45,599)
Decrease in restricted cash
equivalents and investments 768 1,805

Net cash provided by (used in)
investing activities (112,889) 467

Cash flows from financing activities:
Net proceeds from sales of common
stock under employee stock purchase
plan and exercise of stock options 9,570 15,894
Payments of convertible debt obligations (100,000) -
Net proceeds from sales of interest
in Rhapsody America 44,640 48,716
Excess tax benefit from stock option
exercises 127 562
Repurchases of common stock (50,199) (178,792)

Net cash used in financing activities (95,862) (113,620)

Effect of exchange rate changes on cash (5,195) (3,791)

Net decrease in cash and cash equivalents (243,729) (48,535)

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

Cash and cash equivalents, end of
period $232,968 $476,697

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subscribers (presented
as greater than)*:
Total subscribers (I) 30,200 29,250 26,150 24,550
Technology products and
solutions application
services subscribers (J) 27,600 26,600 23,600 21,900
Music subscribers:
Consumer music subscribers:
Rhapsody subscribers 600 600 600 600
Radio subscribers 1,275 1,300 1,250 1,225
Total consumer music
subscribers 1,875 1,900 1,850 1,825
Technology products and
solutions application
services music subscribers (K) 825 825 825 800
Total Music Subscribers** 2,700 2,725 2,675 2,625

* Total music subscribers includes subscribers from our technology products and solutions application subscription services, such as music-on- demand, as well as our consumer music services, such as Rhapsody and Premium Radio. Although music-on-demand subscribers are included in the technology products and solutions application services subscribers and total music subscribers, these subscribers are only counted once as part of our total subscribers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net income (loss) in
accordance with GAAP $(243,878) $(240,499) $(4,500) $(1,305) $2,426
Interest income, net (13,453) (2,255) (2,865) (3,375) (4,958)
Stock-based compensation 23,531 6,056 5,955 6,031 5,489
Loss (gain) on equity
investments, net (210) 12 - (222) -
Conversion of WiderThan
stock options to a cash
equivalent 142 11 16 26 89
Depreciation and
amortization (net of
minority interest
effect) 24,417 5,784 6,165 6,186 6,282
Acquisitions related
intangible asset
amortization (net of
minority interest
effect) 20,110 1,872 5,752 6,171 6,315
Impairment of long-lived
assets (net of minority
interest effect) 190,347 190,347 - - -
Gain on initial
formation of Rhapsody
America - - - - -
Pro forma gain on sale
of interest in Rhapsody
America 6,568 6,568 - - -
Expenses (benefit)
related to antitrust
litigation:
Income - - - - -
Expenses 757 179 174 202 202
Charitable contributions - - - - -
Income taxes 25,828 17,392 728 3,700 4,008

Adjusted EBITDA $34,159 $(14,533) $11,425 $17,414 $19,853

Impairments:
Impairment of deferred
costs and prepaid
royalties 19,666 19,666 - - -
Restructuring and other
charges 6,833 6,147 - - 686
Adjusted EBITDA
excluding impairments $60,658 $11,280 $11,425 $17,414 $20,539

Year Ended Quarters Ended
December December September June March
31, 2007 31, 2007 30, 2007 30, 2007 31, 2007
(in thousands)

Net income (loss) in
accordance with GAAP $48,315 $2,685 $4,342 $1,327 $39,961
Interest income, net (30,874) (6,417) (7,290) (8,065) (9,102)
Stock-based compensation 23,918 6,627 5,984 5,622 5,685
Loss (gain) on equity
investments, net (98) 34 - (132) -
Conversion of WiderThan
stock options to a cash
equivalent 2,062 190 413 614 845
Depreciation and
amortization (net of
minority interest
effect) 22,195 5,703 6,210 5,661 4,621
Acquisitions related
intangible asset
amortization (net of
minority interest
effect) 22,845 6,639 5,583 5,311 5,312
Impairment of long-lived
assets (net of minority
interest effect) - - - - -
Gain on initial
formation of Rhapsody
America (3,866) - (3,866) - -
Pro forma gain on sale
of interest in Rhapsody
America - - - - -
Expenses (benefit)
related to antitrust
litigation:
Income (61,000) - - - (61,000)
Expenses 1,053 179 201 202 471
Charitable
contributions 1,921 - - - 1,921
Income taxes 27,456 47 2,012 2,178 23,219

Adjusted EBITDA $53,927 $15,687 $13,589 $12,718 $11,933

Impairments:
Impairment of deferred
costs and prepaid
royalties - - - - -
Restructuring and other
charges 3,748 3,748 - - -
Adjusted EBITDA
excluding impairments $57,675 $19,435 $13,589 $12,718 $11,933

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

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

Net revenue $43,882 $56,400 $52,362 $ - $152,644

Cost of revenue 25,068 14,586 20,388 - 60,042
Impairment of
deferred costs
and prepaid
royalties 1,000 7,829 10,837 - 19,666

Gross profit 17,814 33,985 21,137 - 72,936
Gross margin 41% 60% 40% - 48%

Operating expenses:
Advertising with
related party 12,480 - - - 12,480
Impairment of long-
lived assets 4,753 46,056 141,867 - 192,676
Restructuring and
other charges - - - 6,147 6,147
Other operating
expenses 24,777 44,014 28,823 218 97,832
Total operating
expenses 42,010 90,070 170,690 6,365 309,135

Income (loss) from
operations (24,196) (56,085) (149,553) (6,365) (236,199)

Other income
(expenses):
Interest income, net - - - 2,255 2,255
Minority interest 12,426 - - - 12,426
Equity in net loss
of investments - - - (271) (271)
Gain on sale of equity
investments, net - - - (12) (12)
Gain on sale of
interest in Rhapsody
America (D) - - - - -
Other income (expense),
net - - - (1,306) (1,306)

Total other income
(expense), net 2,426 - - 666 13,092

Income (loss)
before income
taxes $(11,770) $(56,085) $(149,553) $(5,699) $(223,107)

Reconciliation of segment GAAP income (loss) before taxes to segment adjusted EBITDA excluding impairments is as follows:

Income (loss)
before income
taxes $(11,770) $(56,085) $(149,553) $(5,699) $(223,107)
Interest income,
net - - - (2,255) (2,255)
Stock-based
compensation 1,058 2,397 2,601 - 6,056
Conversion of
WiderThan stock
options to a
cash equivalent - - 11 - 11
Acquisitions related
intangible asset
amortization (E) 278 273 1,321 - 1,872
Impairment of long-
lived assets (E) 2,424 46,056 141,867 - 190,347
Impairment of
deferred costs
and prepaid
royalties 1,000 7,829 10,837 - 19,666
Restructuring and
other charges - - - 6,147 6,147
Pro forma gain on sale
of interest in
Rhapsody America 6,568 - - - 6,568
Gain on initial
formation of
Rhapsody America - - - - -
Gain on sale of
equity investments,
net - - - 12 12
Depreciation and
amortization (E) 1,127 1,761 2,896 - 5,784
Expenses (benefit)
related to antitrust
litigation:
Income - - - - -
Expenses - - - 179 179
Charitable
contributions - - - - -
Adjusted EBITDA
excluding
impairments $685 $2,231 $9,980 $(1,616) $11,280

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

Net revenue $40,540 $56,458 $59,884 $ - $156,882

Cost of revenue 21,892 10,950 28,863 - 61,705

Gross profit 18,648 45,508 31,021 - 95,177
Gross margin 46% 81% 52% - 61%

Operating expenses:
Advertising with
related party 16,613 - - - 16,613
Restructuring
charge - - - 3,748 3,748
Other operating
expenses 28,817 38,246 33,489 145 100,697
Total operating
expenses 45,430 38,246 33,489 3,893 121,058

Income (loss) from
operations (26,782) 7,262 (2,468) (3,893) (25,881)

Other income
(expenses):
Interest income, net - - - 6,417 6,417
Minority interest 13,318 - - - 13,318
Equity in net loss
of investments - - - (308) (308)
Gain on sale of equity
investments, net - - - (34) (34)
Gain on sale of
interest in
Rhapsody
America (D) 8,464 - - - 8,464

Other income
(expenses), net - - - 756 756

Total other income
(expense), net 21,782 - - 6,831 28,613

Income (loss) before
income taxes $(5,000) $7,262 $(2,468) $2,938 $2,732

Reconciliation of segment GAAP income (loss) before taxes to segment
adjusted EBITDA excluding impairments is as follows:

Income (loss)
before income
taxes $(5,000) $7,262 $(2,468) $2,938 $2,732
Interest income,
net - - - (6,417) (6,417)
Stock-based
compensation 1,296 2,283 3,048 - 6,627
Conversion of
WiderThan stock
options to a
cash equivalent - - 190 - 190
Acquisitions related
intangible asset
amortization (E) 384 911 5,344 - 6,639
Restructuring and other
charges - - - 3,748 3,748
Gain on initial
formation of
Rhapsody America - - - - -
Gain on sale of equity
investments, net - - - 34 34
Depreciation and
amortization (E) 1,187 1,928 2,588 - 5,703
Expenses (benefit)
related to
antitrust litigation:
Income - - - - -
Expenses - - - 179 179
Charitable
contributions - - - - -
Adjusted EBITDA
excluding
impairments $(2,133) $12,384 $8,702 $482 $19,435

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

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

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

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

(D) Comprises gains realized from MTVN's note payments to Rhapsody
America. In accordance with SAB 51, beginning in Q4 2008, this gain
was recognized as a component of Shareholders' equity.

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

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

Quarter Ended December 31, 2008
Acquisitions WiderThan
Stock- Related Options
Based Intangible Converted Antitrust
As Compen- Asset to a Cash Litigation
Reported sation Amortization(A) Equivalent Related Adjusted
(in thousands)
Expenses in accordance with GAAP

Cost of
revenue $60,042 $(607) $(596) $(2) $ - $58,837

Operating
expenses:
Research
and
develop-
ment $28,533 $(2,103) $ - $ - $ - $26,430
Sales and
marketing 50,192 (1,433) (1,276) (5) - 47,478
General and
adminis-
trative 19,107 (1,913) - (4) (179) 17,011

Total
adjusted
operating
expenses,
net $97,832 $(5,449) $(1,276) $(9) $(179) $90,919

Quarter Ended December 31, 2007
Acquisitions WiderThan
Stock- Related Options
Based Intangible Converted Antitrust
As Compen- Asset to a Cash Litigation
Reported sation Amortization(A) Equivalent Related Adjusted
(in thousands)
Expenses in accordance with GAAP

Cost of
revenue $61,705 $(249) $(2,479) $(15) $ - $58,962

Operating
expenses:
Research
and
develop-
ment $27,719 $(2,161) $ - $(40) $ - $25,518
Sales and
marketing 56,819 (2,388) (4,160) (135) - 50,136
General and
adminis-
trative 16,159 (1,829) - - (179) 14,151

Total
adjusted
operating
expenses,
net $100,697 $(6,378) $(4,160) $(175) $(179) $89,805

Year Ended December 31, 2008
Acquisitions WiderThan
Stock- Related Options
Based Intangible Converted Antitrust
As Compen- Asset to a Cash Litigation
Reported sation Amortization(A) Equivalent Related Adjusted
(in thousands)
Expenses in accordance with GAAP

Cost of
revenue $233,244 $(2,570) $(7,188) $(26) $ - $223,460

Operating
expenses:
Research
and
develop-
ment $113,680 $(8,410) $ - $(9) $ - $105,261
Sales and
marketing 211,922 (5,860) (12,922) (36) - 193,104
General and
adminis-
trative 69,981 (6,691) - (71) (757) 62,462

Total
adjusted
operating
expenses,
net $395,583 $(20,961) $(12,922) $(116) $(757) $360,827

Year Ended December 31, 2007
Acquisitions WiderThan
Stock- Related Options
Based Intangible Converted Antitrust
As Compen- Asset to a Cash Litigation
Reported sation Amortization(A) Equivalent Related Adjusted
(in thousands)
Expenses in accordance with GAAP

Cost of
revenue $213,491 $(769) $(8,572) $(324) $ - $203,826

Operating
expenses:
Research
and
develop-
ment $102,731 $(7,314) $ - $(398) $ - $95,019
Sales and
marketing 209,412 (9,373) (14,273) (973) - 184,793
General and
adminis-
trative 67,326 (6,462) - (368) (2,542) 57,954

Total
adjusted
operating
expenses,
net $379,469 $(23,149) $(14,273) $(1,739) $(2,542) $337,766

(A) - Net of minority interest effect.

Source: RealNetworks, Inc.

CONTACT: Press, Bill Hankes, +1-206-892-6614, bhankes@real.com, or
Financial, Marj Charlier, +1-206-892-6718, mcharlier@real.com, both of
RealNetworks, Inc.

Web site: http://www.realnetworks.com/

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Profile: intent