8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 28, 2004

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

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

2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)

(206) 674-2700
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address if changed since last report)

TABLE OF CONTENTS

	Item 7(c). Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 7(c). Financial Statements and Exhibits

     (c) Exhibits.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibits are deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:

Exhibit No.	Description
99.1	Press Release issued by RealNetworks, Inc. dated July 28, 2004.

Item 12. Results of Operations and Financial Condition

     On July 28, 2004, the Company announced via press release the Company’s results for its second quarter ended June 30, 2004. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the attached exhibits are furnished to, but not filed with, the Securities and Exchange Commission.

SIGNATURE

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

	REALNETWORKS, INC.
	By:	/s/ Robert Kimball
		Robert Kimball
		Vice President, Legal and Business Affairs, General Counsel and Corporate Secretary
Dated: July 28, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by RealNetworks, Inc. dated July 28, 2004.

EX-99.1

Exhibit 99.1

RealNetworks Revenue Grows 32% in Second Quarter of 2004

Revenue Growth Fueled by Consumer Services

     SEATTLE, WA — July 28th, 2004 — RealNetworks®, Inc. (Nasdaq: RNWK) today announced results for the quarter ended June 30th, 2004. For the second quarter of 2004, revenue was $65.5 million, up 32% from the second quarter of 2003 and up 8% from the first quarter of 2004. The GAAP net loss for the second quarter was ($4.6) million or ($0.03) per share, compared to a net loss of ($9.6) million or ($0.06) per share in the second quarter of 2003 and ($10.4) million or ($0.06) per share in the first quarter of 2004. Included in the GAAP net loss for the second quarter of 2004 was $2.8 million of expense related to the Company’s antitrust litigation.

     Excluding the antitrust litigation expense, the net loss for the second quarter of 2004 was ($1.9) million or ($0.01) per share compared to a net loss of ($3.2) million or ($0.02) per share for the first quarter of 2004, which also excludes a $4.9 million loss on a content agreement in the first quarter. EBITDA, excluding antitrust litigation expense, improved to $1.3 million for the second quarter of 2004 compared to ($0.3) million for the first quarter of 2004. The EBITDA calculation for the first quarter of 2004 excludes both the antitrust litigation expense of $2.3 million and $4.9 million from the loss on a content agreement.

     “In the Second Quarter we achieved strong revenue growth in our core consumer businesses. Driving our revenue growth was continued momentum of our music and games products and services,” said Rob Glaser, CEO of RealNetworks. “We now have more than 550,000 subscribers to our digital music services, which we believe makes us #1 in music subscriptions. We continue to make progress on the bottom line as well, as evidenced by our return to positive EBITDA for the second quarter, excluding antitrust litigation costs.”

Financial Discussion

     Second quarter revenue from consumer products and services was $53.1 million, which represents a 60% increase from the second quarter of 2003 and a 14% increase from the first quarter of 2004. Revenue from music grew 27% to $15.6 million from $12.3 million in the first quarter of 2004. Similarly, games revenue grew 24% to $8.4 million from $6.8 million in the first quarter of 2004. This growth reflects three months of GameHouse revenue compared to two

months of GameHouse revenue in the first quarter of 2004. Revenue from business products and services was $12.4 million, representing a decrease of 11% from the first quarter of 2004 and a decrease of 25% from the second quarter of 2003.

     Gross margin improved to 67% from 56% in the first quarter of 2004. Gross margin for the first quarter included the effect of a $4.9 million loss on a content agreement. Excluding that loss, first quarter gross margin was 64%. The improvement in the second quarter reflects the positive influence of the restructuring of content relationships and a shift in product mix to higher margin consumer products and services. Gross margin for the second quarter of 2004 was in the high end of the Company’s expected range.

     Operating expenses were $48.0 million for the quarter compared to $43.9 million in the first quarter of 2004. The increase is due primarily to marketing, personnel related, and litigation costs. As of June 30th, 2004, RealNetworks had approximately $363 million in cash, cash equivalents and short-term investments and $100 million of convertible debt, both of which are essentially flat from the first quarter of 2004.

Continued Growth of Consumer Services

     In the second quarter, Real continued to build on its success in consumer services. Real now has over 1.4 million paying subscribers, up from 1.3 million at the end of the first quarter of 2004. Subscription revenue grew 10% sequentially from $31.6 million to $34.8 million. Paying subscribers to Rhapsody and premium radio services increased to over 550,000 from over 450,000 during the first quarter of 2004.

Forward Looking Guidance

     For the third quarter of 2004, Real expects net revenue to be between $66 million and $68 million or an increase of between 27% and 31% compared to the third quarter of 2003. Based on expected shifts in revenue mix and increased marketing spending, the GAAP quarterly loss per share, which includes an estimated $3 million expense relating to antitrust litigation, is expected to be a net loss between ($0.03) and ($0.04) per share. The quarterly net loss excluding the antitrust litigation expenses is expected to be between ($0.01) and ($0.02) per share.

     Real expects sequential revenue growth in the third quarter to moderate due principally to two timing-related factors: First, Real had a full quarter of revenue from Gamehouse during the second quarter compared to only a partial quarter of revenue during the first quarter of 2004

because of the timing of the Gamehouse acquisition. This resulted in approximately $1 million of sequential revenue growth in the second quarter of 2004. Second, during the second quarter both Real’s original Google distribution contract and a more recent Google contract were in effect for the entire quarter. This caused a temporary increase in revenue for the second quarter of 2004 that will end early in the third quarter of 2004, when the original Google agreement expires.

     Real expects to reach quarterly profitability, excluding expenses relating to antitrust litigation, by the end of 2004.

About RealNetworks, Inc.

RealNetworks, Inc. is the leading creator of digital media services and software including the award-winning Rhapsody Internet jukebox service and RealPlayer 10. Consumers can access and experience audio/video programming and download RealNetworks’ consumer software at http://www.real.com. Broadcasters, network operators, media companies and enterprises use RealNetworks’ products and services to create and deliver digital media to PCs, mobile phones and consumer electronics devices. RealNetworks’ systems and corporate information is located at http://www.realnetworks.com.

###

Press Inquiries — Erika Shaffer, RealNetworks, (206) 892-6191, eshaffer@real.com

Financial Inquiries — Roy Goodman, RealNetworks, (206) 892-6841, rgoodman@real.com

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to: (a) the acceleration of our business and any future effect thereon; (b) our ability to continue to grow and sustain successful consumer subscription and paid content businesses; (c) revenue and net loss projections for the third quarter of 2004; and (d) projections of quarterly profitability by the end of 2004. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: development and consumer acceptance of legal online music distribution services; risks associated with the sustained adoption and use of RealNetworks’ services by customers, including the uncertainty of whether consumers will continue to pay for subscription content over the Internet, which is a relatively new and unproven business model; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings; the risk that the costs of our antitrust litigation will be greater than we anticipate; the emergence of new entrants and competition in the market for digital media subscription offerings; the impact on our gross margins from content costs and from the mix of subscribers to subscription offerings with higher content costs than others; competitive risks, including competing technologies, products and services, and the competitive activities of our larger competitors, some of which have strong ties to streaming media users through other products; risks relating to the timely development, production, marketing and acceptance of the products, services and technologies contemplated by the GameHouse acquisition; potential funding decisions by companies in which we have a significant equity position; and RealNetworks’ independent decisions, from time to time, based on all factors it deems relevant, whether to repurchase shares under its stock buyback program. 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 year ended December 31, 2003, 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.

RealNetworks, RealAudio, RealVideo, Helix, Rhapsody, RealArcade, GameHouse and RealPlayer are trademarks or registered trademarks of RealNetworks, Inc. All other companies or products listed herein are trademarks or registered trademarks of their respective owners.

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

	Quarters Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
				(in thousands, except per share data)
Net revenue	$	65,473			49,646			125,863			96,512
Cost of revenue		21,735			14,920			43,496			28,704
Loss on content agreement		—			—			4,938			—
Gross profit		43,738			34,726			77,429			67,808
Operating expenses:
Research and development		13,219			11,826			25,470			22,733
Sales and marketing		23,247			19,296			45,450			37,599
General and administrative		8,599			5,864			15,420			11,361
Loss on excess office facilities		—			7,098			—			7,098
Antitrust litigation (A)		2,756			—			5,077			—
Stock-based compensation		213			193			479			494
Total operating expenses		48,034			44,277			91,896			79,285
Operating loss		(4,296	)		(9,551	)		(14,467	)		(11,477	)
Other income (expense), net:
Interest income, net		800			1,186			1,660			2,451
Equity in net loss of MusicNet		(1,019	)		(1,394	)		(2,134	)		(3,125	)
Impairment of equity investments (B)		—			—			—			(424	)
Other, net		10			209			100			265
Other income (expense), net		(209	)		1			(374	)		(833	)
Loss before income taxes		(4,505	)		(9,550	)		(14,841	)		(12,310	)
Income tax provision		(113	)		(82	)		(215	)		(160	)
Net loss	$	(4,618	)		(9,632	)		(15,056	)		(12,470	)
Basic and diluted net loss per share	$	(0.03	)		(0.06	)		(0.09	)		(0.08	)
Shares used to compute basic and diluted net loss per share		168,846			158,158			167,930			157,797

(A)	Consists of legal fees, personnel costs, public relations and other professional service fees incurred related to antitrust complaints against Microsoft, including proceedings in the European Union.
(B)	Relates to other-than-temporary declines in the value of certain equity investments. These charges were recorded to reflect these investments at their estimated fair value.

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

	June 30,		December 31,
	2004		2003
	(in thousands)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	363,227		373,593
Trade accounts receivable, net of allowances for doubtful accounts and sales returns		11,746		10,618
Prepaid expenses and other current assets		9,759		8,879
Total current assets		384,732		393,090
Equipment and leasehold improvements, at cost:
Equipment and software		40,891		37,110
Leasehold improvements		25,777		26,085
Total equipment and leasehold improvements		66,668		63,195
Less accumulated depreciation and amortization		37,088		33,258
Net equipment and leasehold improvements		29,580		29,937
Restricted cash equivalents		20,151		19,953
Investments		38,425		34,577
Goodwill, net		119,371		97,477
Other intangible assets, net		6,634		1,065
Other		4,225		4,840
Total assets	$	603,118		580,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,452		6,865
Accrued and other liabilities		46,632		39,400
Deferred revenue, excluding non-current portion		30,357		31,186
Accrued loss on excess office facilities and content agreement, excluding non-current portion		7,294		4,960
Total current liabilities		93,735		82,411
Deferred revenue, excluding current portion		1,505		4,561
Accrued loss on excess office facilities and content agreement, excluding current portion		22,293		24,099
Deferred rent		3,361		3,382
Convertible debt		100,000		100,000
Total shareholders’ equity		382,224		366,486
Total liabilities and shareholders’ equity	$	603,118		580,939

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

	2004						2003
	Q2			Q1			Q4			Q3			Q2			Q1
							(in thousands)
Net Revenue by Line of Business:
Consumer products and services (A)	$	53,061			46,514			41,214			36,377			33,172			32,886
Business products and services (B)		12,412			13,876			12,842			15,432			16,474			13,980
Total net revenue	$	65,473			60,390			54,056			51,809			49,646			46,866
Consumer Products and Services:
Subscriptions (C)	$	34,777			31,562			30,075			27,909			25,470			23,639
E-commerce and other (D)		18,284			14,952			11,139			8,468			7,702			9,247
Total consumer products and services revenue	$	53,061			46,514			41,214			36,377			33,172			32,886
Consumer Products and Services:
Video, consumer software and other (E)	$	29,129			27,494			29,347			28,572			28,830			29,645
Music (F)		15,580			12,265			7,937			4,655			1,670			831
Games (G)		8,352			6,755			3,930			3,150			2,672			2,410
Total consumer products and services revenue	$	53,061			46,514			41,214			36,377			33,172			32,886
Net Revenue by Geography:
United States	$	50,949			43,963			40,175			37,660			36,009			33,769
Rest of world		14,524			16,427			13,881			14,149			13,637			13,097
Total net revenue	$	65,473			60,390			54,056			51,809			49,646			46,866
Gross Margin by Line of Business: * Consumer products and services		63	%		58	%		55	%		54	%		61	%		63	%
Business products and services		84	%		84	%		83	%		87	%		88	%		89	%
Total gross margin		67	%		64	%		62	%		64	%		70	%		71	%
Subscribers (presented as greater than) Total **		1,400			1,300			1,300			1,150			1,000			1,000
Music		550			450			350			250			150			100

*For the quarter ended March 31, 2004, total gross margin excludes loss on content agreement of $4.9 million. Including the loss on
        content agreement, total gross margin is 56%
**Total subscribers as of March 31, 2004 reflects the removal of approximately 142,000 subscribers resulting from the non-renewal
        of the MLB contract

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

(E) Revenue is derived from RealOne SuperPass subscriptions, RealPlayer Plus and related products, stand-alone subscription services and sales and distribution of third party software products

(F) Revenue is derived from RadioPass and Rhapsody subscription services, sales of music content and advertising from our music related web sites

(G) Revenue is derived from the GamePass subscription service, sales of games and advertising generated from our games and game related Web sites

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

A reconciliation of Generally Accepted Accounting Principles (“GAAP”) net loss to loss before interest, taxes, depreciation,
amortization and stock compensation (“EBITDA”) and EBITDA excluding antitrust litigation and loss on content agreement is as follows:

	Quarter Ended			Quarter Ended
	June 30,			March 31,
	2004			2004
	(in thousands)
Net loss in accordance with GAAP	$	(4,618	)		(10,438	)
Interest income		(800	)		(860	)
Taxes		113			102
Depreciation, amortization and stock compensation		3,810			3,648
EBITDA		(1,495	)		(7,548	)
Antitrust litigation		2,756			2,321
Loss on content agreement		—			4,938
EBITDA excluding antitrust litigation and loss on content agreement	$	1,261			(289	)

This reconciliation has been provided as a performance measure, as the Company uses EBITDA and EBITDA excluding
antitrust litigation expense on an ongoing basis to track and assess its financial performance. The Company has calculated
EBITDA excluding loss on content agreement because it believes that the loss on content agreement is an item that
does not reflect the ongoing financial operations of the Company’s business.